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 September 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 November 10, 2000:
78,730,313 shares.









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i

PHELPS DODGE CORPORATION

Quarterly Report on Form 10-Q

For the Quarter Ended September 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  | 
|                             
|                             
|                             
|                             
|                              |                                              | Consolidated Statement of Common Shareholders Equity                         |  |    | 4  | 
|                             
|                             
|                             
|                             
|                              |                                              | Financial Data by Business Segment                                            |  |    | 5  | 
|                             
|                             
|                             
|                             
|                              |                                              | Notes to Consolidated Financial Information                                   |  |    | 6  | 
|                             
|                             
|                             
|                             
|                              |                                              | Review by Independent Accountants                                             |  |    | 10 | 
|                             
|                             
|                             
|                             
|                              |                                              | Report of Independent Accountants on Review of Interim Financial
	Information |  |    | 11 | 
|                              | Item 2. Managements Discussion and Analysis |                                                                               |  |    |   
|                             
|                             
|                             
|                             
|                              |                                              | Results of Operations                                                         |  |    | 12 | 
|                             
|                             
|                             
|                             
|                              |                                              | Results of Phelps Dodge Mining Company                                        |  |    | 13 | 
|                             
|                             
|                             
|                             
|                              |                                              | Results of Phelps Dodge Industries                                            |  |    | 14 | 
|                             
|                             
|                             
|                             
|                              |                                              | Other Matters Relating to the Statement of Consolidated
	Operations           |  |    | 15 | 
|                             
|                             
|                             
|                             
|                              |                                              | Changes in Financial Condition                                                |  |    | 15 | 
|Part II. Other Information    |                                              |                                                                               |  |   
|                             
|                             
|                             
|                             
|                              | Item 6. Exhibits and Reports on Form 8-K     |                                                                               |  | 16 |   
|                             
|                             
|                             
|                             
|                              | Signatures                                   |                                                                               |  | 16 |   
|                             
|                             
|                             
|                             
|                              | Index to Exhibits                            |                                                                               |  | 17 |   



---



-1-

PHELPS DODGE CORPORATION AND
SUBSIDIARIES

Part I. Financial Information

|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | ------------- | ------- | ----------------- | - | ---- | ----- | ----- | - |  | ------- | ------- | - |  | ------- | ------- | -
|                                                                                                                                                   |                                                         |               |         |                  
|Item 1. Financial Statements                                                                                                                       |                                                         | Third Quarter |         | First nine months
|                                                                                                                                                   |                                                         |               |         |                  
|                                                                                                                                                   |                                                         | 2000          |         | 1999              |   | 2000 |       | 1999 
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |      
|STATEMENT OF CONSOLIDATED OPERATIONS                                                                                                               |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|(Unaudited; in millions except per share data)                                                                                                     |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|Sales and other operating revenues                                                                                                                 |                                                         | $             | 1,193.4 |                   |   |      | 742.7 |       |   |  | 3,426.0 |         |   |  | 2,096.9 |        
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|Operating costs and expenses                                                                                                                       |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Cost of products sold (see Note 3)                      |               |         | 932.5             |   |      |       | 584.4 |   |  |         | 2,701.1 |   |  |         | 1,667.6 |  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Depreciation, depletion and amortization                |               |         | 111.0             |   |      |       | 68.4  |   |  |         | 349.5   |   |  |         | 212.7   |  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Selling and general administrative expense (see Note 3) |               |         | 32.7              |   |      |       | 25.0  |   |  |         | 99.7    |   |  |         | 74.8    |  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Exploration and research expense                        |               |         | 12.6              |   |      |       | 12.3  |   |  |         | 39.8    |   |  |         | 33.4    |  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Non-recurring charges and provisions (see Note 6)       |               |         | 3.3               |   |      |       | 1.1   |   |  |         | 49.6    |   |  |         | 84.1    |  
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                                   |                                                         |               | 1,092.1 |                   |   |      | 691.2 |       |   |  | 3,239.7 |         |   |  | 2,072.6 |        
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|Operating income                                                                                                                                   |                                                         |               | 101.3   |                   |   |      | 51.5  |       |   |  | 186.3   |         |   |  | 24.3    |        
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Interest expense                                        |               |         | (54.4             | ) |      |       | (20.3 | ) |  |         | (163.8  | ) |  |         | (68.4   | )
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Capitalized interest                                    |               |         | 2.2               |   |      |       | -     |   |  |         | 3.5     |   |  |         | 0.1     |  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Miscellaneous income and expense, net                   |               |         | 4.8               |   |      |       | 2.9   |   |  |         | 16.2    |   |  |         | (3.5    | )
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|Income (loss) before taxes, minority interests, equity
	in net earnings (loss) of affiliated companies and cumulative
	effect of accounting change |                                                         |               | 53.9    |                   |   |      | 34.1  |       |   |  | 42.2    |         |   |  | (47.5   | )      
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Provision for taxes on income                           |               |         | (12.0             | ) |      |       | (17.4 | ) |  |         | (17.3   | ) |  |         | 1.3     |  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Minority interests in consolidated subsidiaries         |               |         | (2.3              | ) |      |       | (0.6  | ) |  |         | (5.2    | ) |  |         | (0.1    | )
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Equity in net earnings (loss) of affiliated companies   |               |         | (0.3              | ) |      |       | (0.7  | ) |  |         | 1.2     |   |  |         | 4.7     |  
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|Income (loss) before cumulative effect of accounting
	change                                                                                       |                                                         |               | 39.3    |                   |   |      | 15.4  |       |   |  | 20.9    |         |   |  | (41.6   | )      
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Cumulative effect of accounting change (see Note 7)     |               |         | -                 |   |      |       | -     |   |  |         | -       |   |  |         | (3.5    | )
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|Net income (loss)                                                                                                                                  |                                                         | $             | 39.3    |                   |   |      | 15.4  |       |   |  | 20.9    |         |   |  | (45.1   | )      
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                                  
|Average number of shares outstanding - basic                                                                                                       |                                                         |               | 78.4    |                   |   |      | 57.8  |       |   |  | 78.4    |         |   |  | 57.8    |        
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|Basic earnings (loss) per share before cumulative effect
	of accounting change                                                                     |                                                         | $             | 0.50    |                   |   |      | 0.27  |       |   |  | 0.27    |         |   |  | (0.72   | )      
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Cumulative effect of accounting change (see Note 7)     |               |         | -                 |   |      |       | -     |   |  |         | -       |   |  |         | (0.06   | )
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|Basic earnings (loss) per share                                                                                                                    |                                                         | $             | 0.50    |                   |   |      | 0.27  |       |   |  | 0.27    |         |   |  | (0.78   | )      
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|                                                                                                                                                  
|Average number of shares outstanding - diluted                                                                                                     |                                                         |               | 78.7    |                   |   |      | 58.1  |       |   |  | 78.8    |         |   |  | 57.8    |        
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|Diluted earnings (loss) per share before cumulative
	effect of accounting change                                                                   |                                                         | $             | 0.50    |                   |   |      | 0.27  |       |   |  | 0.27    |         |   |  | (0.72   | )      
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                  
|                                                                                                                                                   | Cumulative effect of accounting change (see Note 7)     |               |         | -                 |   |      |       | -     |   |  |         | -       |   |  |         | (0.06   | )
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        
|Diluted earnings (loss) per share                                                                                                                  |                                                         | $             | 0.50    |                   |   |      | 0.27  |       |   |  | 0.27    |         |   |  | (0.78   | )      
|                                                                                                                                                   |                                                         |               |         |                   |   |      |       |       |   |  |         |         |   |  |         |        

See Notes to Consolidated Financial
Information.



---



-2-

CONSOLIDATED BALANCE SHEET




|                                                |                                                        |                     |         |              |         |  |         |         |         | 
|----------------------------------------------- | ------------------------------------------------------ | ------------------- | ------- | ------------ | ------- |  | ------- | ------- | ------- | 
|                                                |                                                        | September 30,       |         | December 31,
|                                                |                                                        | 2000                |         | 1999        
|                                                |                                                        |                     |         |             
|Assets                                          |                                                        |                     |         |              |         |  |         |        
|                                               
|                                               
|                                               
|                                               
|                                                | Cash and cash equivalents                              |                     | $       | 245.9        |         |  |         | 234.2   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Accounts receivable, net                               |                     |         | 648.1        |         |  |         | 541.5   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Inventories                                            |                     |         | 441.0        |         |  |         | 498.3   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Supplies                                               |                     |         | 150.5        |         |  |         | 149.0   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Other current assets and prepaid expenses (see Note 9) |                     |         | 31.3         |         |  |         | 172.4   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Deferred income taxes                                  |                     |         | 101.3        |         |  |         | 98.0    |        
|                                                |                                                        |                     |         |              |         |  |         |        
|                                                |                                                        | Current assets      |         |              | 1,618.1 |  |         |         | 1,693.4 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Investments and long-term accounts receivable          |                     |         | 106.6        |         |  |         | 136.1   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Property, plant and equipment, net                     |                     |         | 5,940.2      |         |  |         | 6,037.7 |        
|                                               
|                                               
|                                               
|                                               
|                                                | Non-current deferred income taxes                      |                     |         | 16.9         |         |  |         | 16.9    |        
|                                               
|                                               
|                                               
|                                               
|                                                | Other assets and deferred charges                      |                     |         | 340.5        |         |  |         | 344.9   |        
|                                                |                                                        |                     |         |              |         |  |         |        
|                                                |                                                        | $                   | 8,022.3 |              |         |  | 8,229.0 |        
|                                                |                                                        |                     |         |              |         |  |         |        
|                                               
|Liabilities                                     |                                                        |                     |         |              |         |  |         |        
|                                               
|                                               
|                                               
|                                               
|                                                | Short-term debt                                        |                     | $       | 473.4        |         |  |         | 451.2   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Current portion of long-term debt                      |                     |         | 203.7        |         |  |         | 131.3   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Accounts payable and accrued expenses                  |                     |         | 782.6        |         |  |         | 786.5   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Accrued income taxes                                   |                     |         | 10.1         |         |  |         | 49.3    |        
|                                                |                                                        |                     |         |              |         |  |         |        
|                                                |                                                        | Current liabilities |         |              | 1,469.8 |  |         |         | 1,418.3 | 
|                                               
|                                               
|                                               
|                                               
|                                                | Long-term debt                                         |                     |         | 2,031.6      |         |  |         | 2,172.5 |        
|                                               
|                                               
|                                               
|                                               
|                                                | Deferred income taxes                                  |                     |         | 440.0        |         |  |         | 385.7   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Other liabilities and deferred credits                 |                     |         | 836.9        |         |  |         | 879.4   |        
|                                                |                                                        |                     |         |              |         |  |         |        
|                                                |                                                        |                     | 4,778.3 |              |         |  | 4,855.9 |        
|                                                |                                                        |                     |         |              |         |  |         |        
|Minority interests in consolidated subsidiaries |                                                        |                     | 88.0    |              |         |  | 96.3    |        
|                                                |                                                        |                     |         |              |         |  |         |        
|Common shareholders equity                     |                                                        |                     |         |              |         |  |         |        
|                                               
|                                               
|                                               
|                                               
|                                                | Common shares, 78.7 outstanding (12/31/99 - 78.7)      |                     |         | 492.1        |         |  |         | 491.6   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Capital in excess of par value                         |                     |         | 1,019.4      |         |  |         | 1,016.4 |        
|                                               
|                                               
|                                               
|                                               
|                                                | Retained earnings                                      |                     |         | 1,862.6      |         |  |         | 1,959.8 |        
|                                               
|                                               
|                                               
|                                               
|                                                | Accumulated other comprehensive loss                   |                     |         | (206.9       | )       |  |         | (180.3  | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Other                                                  |                     |         | (11.2        | )       |  |         | (10.7   | )      
|                                                |                                                        |                     |         |              |         |  |         |        
|                                                |                                                        |                     | 3,156.0 |              |         |  | 3,276.8 |        
|                                                |                                                        |                     |         |              |         |  |         |        
|                                                |                                                        | $                   | 8,022.3 |              |         |  | 8,229.0 |        
|                                                |                                                        |                     |         |              |         |  |         |        

See Notes to Consolidated Financial
Information.



---



-3-

CONSOLIDATED STATEMENT OF CASH
FLOWS

(Unaudited; in millions)


|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |        |       |        |        |  
|------------------------------------------------ | ----------------------------------------------------------------------------------------- | ------------------------------------------------ | --------------------------------------------- | ----------------------------------------- | ----- | ------ | ------ | ------ | ----- | ------ | ------ | -
|                                                 |                                                                                           |                                                 
|                                                 |                                                                                           | Nine months ended                               
|                                                 |                                                                                           | September 30,                                   
|                                                 |                                                                                           |                                                 
|                                                 |                                                                                           | 2000                                             |                                               | 1999                                     
|                                                 |                                                                                           |                                                  |                                               |                                          
|Operating activities                             |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Net income (loss)                                                                         |                                                  | $                                             | 20.9                                      |       |        |        | (45.1  | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net income (loss) to net cash
	provided by operating activities: |                                                  |                                               |                                           |       |        |        |        |      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Depreciation, depletion and amortization         |                                               |                                           | 349.5 |        |        |        | 212.7 |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Deferred income taxes                            |                                               |                                           | 13.2  |        |        |        | (3.8  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Equity earnings (loss) net of dividends received |                                               |                                           | -     |        |        |        | (4.6  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Changes in current assets and liabilities:       |                                               |                                           |       |        |        |        |       |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | Increase in accounts receivable               |                                           |       | (103.4 | )      |        |       | (104.0 | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | (Increase) decrease in inventories            |                                           |       | 39.6   |        |        |       | (12.4  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | (Increase) decrease in supplies               |                                           |       | (2.8   | )      |        |       | 3.5    |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | (Increase) decrease in prepaid expenses       |                                           |       | 0.8    |        |        |       | (1.0   | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | Decrease in deferred income taxes             |                                           |       | (0.1   | )      |        |       | (5.2   | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | Increase in interest payable                  |                                           |       | 20.7   |        |        |       | 9.2    |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | Increase (decrease) in other accounts payable |                                           |       | 6.9    |        |        |       | (14.2  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | Decrease in accrued income taxes              |                                           |       | (38.1  | )      |        |       | (11.6  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           |                                                  | Decrease in other accrued expenses            |                                           |       | (55.5  | )      |        |       | (1.6   | )     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Non-recurring charges and provisions             |                                               |                                           | 56.7  |        |        |        | 85.8  |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                           | Other adjustments, net                           |                                               |                                           | 4.7   |        |        |        | 8.9   |       
|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|                                                 |                                                                                           |                                                  |                                               | Net cash provided by operating activities |       |        | 313.1  |        |       |        | 116.6  |  
|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|Investing activities                             |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Capital outlays                                                                           |                                                  |                                               | (277.6                                    | )     |        |        | (101.2 | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Capitalized interest                                                                      |                                                  |                                               | (3.0                                      | )     |        |        | (0.1   | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Investment in subsidiaries                                                                |                                                  |                                               | (13.4                                     | )     |        |        | (75.4  | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from asset dispositions and other, net (see Note 9)                              |                                                  |                                               | 152.4                                     |       |        |        | 7.3    |      
|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|                                                 |                                                                                           |                                                  |                                               | Net cash used in investing activities     |       |        | (141.6 | )      |       |        | (169.4 | )
|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|Financing activities                             |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Increase in debt                                                                          |                                                  |                                               | 69.2                                      |       |        |        | 136.3  |      
|                                                
|                                                
|                                                
|                                                
|                                                 | Payment of debt                                                                           |                                                  |                                               | (112.0                                    | )     |        |        | (49.0  | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Common dividends                                                                          |                                                  |                                               | (118.1                                    | )     |        |        | (87.0  | )    
|                                                
|                                                
|                                                
|                                                
|                                                 | Other, net                                                                                |                                                  |                                               | 1.1                                       |       |        |        | (4.2   | )    
|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|                                                 |                                                                                           |                                                  |                                               | Net cash used in financing activities     |       |        | (159.8 | )      |       |        | (3.9   | )
|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|Increase (decrease) in cash and cash equivalents |                                                                                           |                                                  | 11.7                                          |                                           |       |        | (56.7  | )     
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of year   |                                                                                           |                                                  | 234.2                                         |                                           |       |        | 221.7  |       
|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |       
|Cash and cash equivalents at end of period       |                                                                                           | $                                                | 245.9                                         |                                           |       |        | 165.0  |       
|                                                 |                                                                                           |                                                  |                                               |                                           |       |        |        |       

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 |                                                |                                | -          |  |           |       | 0.4         |  |               |         | 2.7    |   |               |         | -      |      |   |        |   |  |       |       | (0.5 | ) |   |         | 2.6    |     
|                             
|                             
|                             
|                             
|                              | Other investment adjustments  |                                                |                                |            |  |           |       |             |  |               |         | (0.7   | ) |               |         | -      |      |   |        |   |  |       |       |      |   |   |         | (0.7   | )   
|                             
|                             
|                             
|                             
|                              | Dividends on common shares    |                                                |                                |            |  |           |       |             |  |               |         |        |   |               |         | (118.1 | )    |   |        |   |  |       |       |      |   |   |         | (118.1 | )   
|                             
|                             
|                             
|                             
|                              | Comprehensive income (loss):  |                                                |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  |       |       |      |   |   |         |        |     
|                             
|                             
|                             
|                             
|                              |                               | Net income                                     |                                |            |  |           |       |             |  |               |         |        |   |               |         |        | 20.9 |   |        |   |  |       |       |      |   |   |         |        | 20.9 |      
|                             
|                             
|                             
|                             
|                              |                               | Other comprehensive income (loss), net of tax: |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  |       |       |      |   |   |         |        |      |      
|                             
|                             
|                             
|                             
|                              |                               |                                                | Translation adjustment         |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  | (27.2 | )     |      |   |   |         |        |      | (27.2 | )
|                             
|                             
|                             
|                             
|                              |                               |                                                | Unrealized gains on securities |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  | 0.6   |       |      |   |   |         |        |      | 0.6   |  
|                              |                               |                                                |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  |       |       |      |   |   |         |       
|                              |                               |                                                | Other comprehensive loss       |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  | (26.6 | )     |      |   |   |         |        |      | (26.6 | )
|                              |                               |                                                |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  |       |       |      |   |   |         |       
|                              |                               | Comprehensive loss                             |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  |       |       |      |   |   |         |        | (5.7 | )    
|                              |                               |                                                |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  |       |       |      |   |   |         |       
|Balance at September 30, 2000 |                               |                                                | 78.7                           |            |  | $         | 492.1 |             |  | $             | 1,019.4 |        |   | $             | 1,862.6 |        |      | $ | (206.9 | ) |  | $     | (11.2 | )    |   | $ | 3,156.0 |       
|                              |                               |                                                |                                |            |  |           |       |             |  |               |         |        |   |               |         |        |      |   |        |   |  |       |       |      |   |   |         |       

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
|                      
|                      
|Third Quarter 2000     |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |         |  |  |         |         |  |  |       |        |   |  |        
|                      
|                      
|                      
|                      
|                       | Sales & other operating revenues: |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |         |  |  |         |         |  |  |       |        |   |  |         |        
|                      
|                      
|                      
|                      
|                       |                                   | Unaffiliated customers |  | $             | 825.8   |        |  |             | 148.2 |          |  |               | 219.4 |        |  |         | 367.6   |  |  |         | 1,193.4 |  |  |       | -      |   |  |         | 1,193.4 | 
|                      
|                      
|                      
|                      
|                       |                                   | Intersegment           |  |               | 61.2    |        |  |             | -     |          |  |               | 0.4   |        |  |         | 0.4     |  |  |         | 61.6    |  |  |       | (61.6  | ) |  |         | -       | 
|                      
|                      
|                      
|                      
|                       | Non-recurring charges             |                        |  | 0.7           |         |        |  | -           |       |          |  | 2.6           |       |        |  | 2.6     |         |  |  | 3.3     |         |  |  | -     |        |   |  | 3.3     |        
|                      
|                      
|                      
|                      
|                       | Operating income (loss)           |                        |  | 91.5          |         |        |  | 20.7        |       |          |  | 8.4           |       |        |  | 29.1    |         |  |  | 120.6   |         |  |  | (19.3 | )      |   |  | 101.3   |        
|                      
|                      
|                      
|                      
|                       | Assets at September 30            |                        |  | 6,299.1       |         |        |  | 764.7       |       |          |  | 706.0         |       |        |  | 1,470.7 |         |  |  | 7,769.8 |         |  |  | 252.5 |        |   |  | 8,022.3 |        
|                      
|Third Quarter 1999     |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |         |  |  |         |         |  |  |       |        |   |  |        
|                      
|                      
|                      
|                      
|                       | Sales & other operating revenues: |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |         |  |  |         |         |  |  |       |        |   |  |         |        
|                      
|                      
|                      
|                      
|                       |                                   | Unaffiliated customers |  | $             | 406.9   |        |  |             | 132.9 |          |  |               | 202.9 |        |  |         | 335.8   |  |  |         | 742.7   |  |  |       | -      |   |  |         | 742.7   | 
|                      
|                      
|                      
|                      
|                       |                                   | Intersegment           |  |               | 62.2    |        |  |             | -     |          |  |               | 0.1   |        |  |         | 0.1     |  |  |         | 62.3    |  |  |       | (62.3  | ) |  |         | -       | 
|                      
|                      
|                      
|                      
|                       | Non-recurring charges             |                        |  | -             |         |        |  | -           |       |          |  | 1.1           |       |        |  | 1.1     |         |  |  | 1.1     |         |  |  | -     |        |   |  | 1.1     |        
|                      
|                      
|                      
|                      
|                       | Operating income (loss)           |                        |  | 36.2          |         |        |  | 21.9        |       |          |  | 4.9           |       |        |  | 26.8    |         |  |  | 63.0    |         |  |  | (11.5 | )      |   |  | 51.5    |        
|                      
|                      
|                      
|                      
|                       | Assets at September 30            |                        |  | 3,175.3       |         |        |  | 761.4       |       |          |  | 805.6         |       |        |  | 1,567.0 |         |  |  | 4,742.3 |         |  |  | 147.0 |        |   |  | 4,889.3 |        
|                      
|First Nine Months 2000 |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |         |  |  |         |         |  |  |       |        |   |  |        
|                      
|                      
|                      
|                      
|                       | Sales & other operating revenues: |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |         |  |  |         |         |  |  |       |        |   |  |         |        
|                      
|                      
|                      
|                      
|                       |                                   | Unaffiliated customers |  | $             | 2,333.1 |        |  |             | 453.3 |          |  |               | 639.6 |        |  |         | 1,092.9 |  |  |         | 3,426.0 |  |  |       | -      |   |  |         | 3,426.0 | 
|                      
|                      
|                      
|                      
|                       |                                   | Intersegment           |  |               | 180.1   |        |  |             | -     |          |  |               | 1.5   |        |  |         | 1.5     |  |  |         | 181.6   |  |  |       | (181.6 | ) |  |         | -       | 
|                      
|                      
|                      
|                      
|                       | Non-recurring charges             |                        |  | 5.9           |         |        |  | -           |       |          |  | 43.7          |       |        |  | 43.7    |         |  |  | 49.6    |         |  |  | -     |        |   |  | 49.6    |        
|                      
|                      
|                      
|                      
|                       | Operating income (loss)           |                        |  | 197.9         |         |        |  | 71.8        |       |          |  | (27.3         | )     |        |  | 44.5    |         |  |  | 242.4   |         |  |  | (56.1 | )      |   |  | 186.3   |        
|                      
|                      
|                      
|                      
|                       | Assets at September 30            |                        |  | 6,299.1       |         |        |  | 764.7       |       |          |  | 706.0         |       |        |  | 1,470.7 |         |  |  | 7,769.8 |         |  |  | 252.5 |        |   |  | 8,022.3 |        
|                      
|First Nine Months 1999 |                                   |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |         |  |  |         |         |  |  |       |        |   |  |        
|                      
|                      
|                      
|                      
|                       | Sales & other operating revenues: |                        |  |               |         |        |  |             |       |          |  |               |       |        |  |         |         |  |  |         |         |  |  |       |        |   |  |         |        
|                      
|                      
|                      
|                      
|                       |                                   | Unaffiliated customers |  | $             | 1,102.3 |        |  |             | 398.8 |          |  |               | 595.8 |        |  |         | 994.6   |  |  |         | 2,096.9 |  |  |       | -      |   |  |         | 2,096.9 | 
|                      
|                      
|                      
|                      
|                       |                                   | Intersegment           |  |               | 170.7   |        |  |             | -     |          |  |               | 0.2   |        |  |         | 0.2     |  |  |         | 170.9   |  |  |       | (170.9 | ) |  |         | -       | 
|                      
|                      
|                      
|                      
|                       | Non-recurring charges             |                        |  | 34.5          |         |        |  | 19.9        |       |          |  | 29.5          |       |        |  | 49.4    |         |  |  | 83.9    |         |  |  | 0.2   |        |   |  | 84.1    |        
|                      
|                      
|                      
|                      
|                       | Operating income (loss)           |                        |  | 8.2           |         |        |  | 62.7        |       |          |  | (11.0         | )     |        |  | 51.7    |         |  |  | 59.9    |         |  |  | (35.6 | )      |   |  | 24.3    |        
|                      
|                      
|                      
|                      
|                       | Assets at September 30            |                        |  | 3,175.3       |         |        |  | 761.4       |       |          |  | 805.6         |       |        |  | 1,567.0 |         |  |  | 4,742.3 |         |  |  | 147.0 |        |   |  | 4,889.3 |        
|                      



|  |                                                                                      
|- | -------------------------------------------------------------------------------------
|* | 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 statement of the results for the interim periods reported.                                                                          
|  
|2. | The results of operations for the three-month and nine-month
	periods ended September 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 nine-month
	periods ended September 30, 1999, reflect the
	reclassification of $4.8 million and $14.8  million,
	respectively, of 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 September 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 September 30, 2000, we have paid
$19 million for such costs, including approximately
$11 million for employee termination and severance costs.
These liabilities are expected to be substantially paid out by
the end of 2000.



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

June 2000 Restructuring Plan

On June 27, 2000, we announced a plan to reduce operating
costs and restructure operations at our mining and wire and
cable segments. This plan comprised the following actions.

(i)  Higher-cost production was curtailed at the Miami
copper mine in Arizona and production was reduced at the
Henderson molybdenum mine in Colorado resulting in a total
workforce reduction of 175 full-time employees beginning in the
second quarter (and expected to be completed by year end). These
actions resulted in a pre-tax charge of $5.2 million.

(ii)  Production ceased at two wire and cable plants in
Venezuela in the second quarter due to low forecast plant
utilization levels as a result of significantly reduced
infrastructure spending in the Latin America region. These plant
closures resulted in a total non-recurring, pre-tax charge of
$25.7 million, consisting of an impairment in the carrying value
of property, plant and equipment and other assets of $19.2
million, plant dismantling costs of $2.6 million, employee
severance of $2.2 million and impairment of goodwill of $1.7
million. In addition, working capital write-downs of $4.2
million were recorded to cost of products sold as a result of
the decision to close the plants.

(iii)  The planned closure of a telephone cable operation
in El Salvador in the third quarter of 2000 was announced due to
low plant utilization levels as a result of heightened global
competition for telecommunication cable tenders. The planned
plant closure resulted in a non-recurring, pre-tax charge of
$4.6 million, including $4.0



---



-7-



(iv)  A non-recurring, pre-tax charge of $5.8 million was
recognized for our wire and cable operations in Austria as a
result of the long-term impact of continuing extremely
competitive pricing conditions in Europe. The continuing
competitive pricing environment led to a determination that we
should assess the recoverability of our Austrian wire and cable
asset values. Our assessment of the carrying value of the
property, plant and equipment of $4.2 million and the
goodwill balance of $2.8 million indicated impairments of
$3.0 million and $2.8 million, respectively.

(v)  A charge of $7.2 million to miscellaneous income and
expense was recognized to reflect the impairment of our
40 percent equity interest in a wire and cable operation in
the Philippines. The impairment was based upon an analysis of
future cash flows of the operation, continuing economic
uncertainty in the Philippines and the erosion of our strategic
and operating influence. These factors indicate that there is
little likelihood of recovery on our investment and management
is evaluating available alternatives.

In total, these actions resulted in non-recurring, pre-tax
charges of $41.3 million ($36.9 million, or 47 cents per share
after taxes), charges to cost of products sold representing the
working capital component of the above actions
($6.4 million, or 8 cents per share after taxes), and
a $7.2 million charge to miscellaneous income and expense
($7.2 million, or 9 cents per share after taxes). The
following table presents a roll-forward of the liabilities
incurred in connection with the June 2000 Restructuring
Plan, which were all reflected as current liabilities in our
consolidated balance sheet.




|                    |                         |                               |     |           |     |          |     |         |   |  |      |      |      |   |     |     |     | 
|------------------- | ----------------------- | ----------------------------- | --- | --------- | --- | -------- | --- | ------- | - |  | ---- | ---- | ---- | - | --- | --- | --- | 
|                    |                         |                               |     |           |     |         
|(in millions)       |                         |                               |     |           |     |         
|                    |                         | Beginning                     |     |           |     |          |     |        
|                    |                         | Accrual                       |     | Additions |     | Payments |     | 9/30/00
|                    |                         |                               |     |           |     |          |     |        
|PD Mining:          |                         |                               |     |           |     |          |     |         |   |  |      |      |      |   |     |    
|                   
|                   
|                   
|                   
|                    | Employee Severance      |                               | $   | 5.2       |     |          |     | -       |   |  |      | (3.4 | )    |   |     | 1.8 |    
|                   
|                   
|                   
|                   
|                    | Equipment Relocation(A) |                               |     | -         |     |          |     | 0.7     |   |  |      | (0.7 | )    |   |     | -   |    
|                    |                         |                               |     |           |     |          |     |         |   |  |      |      |      |   |     |    
|PD Mining total     |                         |                               | 5.2 |           |     |          | 0.7 |         |   |  | (4.1 | )    |      |   | 1.8 |    
|                   
|                   
|                   
|                   
|PD Industries:      |                         |                               |     |           |     |          |     |         |   |  |      |      |      |   |     |    
|                    | Wire and Cable          |                               |     |           |     |          |     |         |   |  |      |      |      |   |     |     |    
|                   
|                   
|                   
|                   
|                    |                         | Employee Severance            |     |           | 2.2 |          |     |         | - |  |      |      | (2.2 | ) |     |     | -   | 
|                   
|                   
|                   
|                   
|                    |                         | Plant Removal and Dismantling |     |           | 2.8 |          |     |         | - |  |      |      | (0.5 | ) |     |     | 2.3 | 
|                    |                         |                               |     |           |     |          |     |         |   |  |      |      |      |   |     |    
|PD Industries total |                         |                               | 5.0 |           |     |          | -   |         |   |  | (2.7 | )    |      |   | 2.3 |    
|                    |                         |                               |     |           |     |          |     |         |   |  |      |      |      |   |     |    
|                    | Total                   |                               | $   | 10.2      |     |          |     | 0.7     |   |  |      | (6.8 | )    |   |     | 4.1 |    
|                    |                         |                               |     |           |     |          |     |         |   |  |      |      |      |   |     |    




|    |                                                      
|--- | -----------------------------------------------------
|(A) | Relocation costs are charged to expense as
	incurred.




Other Non-Recurring Items

In addition to the above items, we received in the 2000 second
quarter a tax refund of $6.5 million and related interest
income of $5.8  million ($3.6 million, or 4 cents
per share after taxes) resulting from the settlement of the
Companys 1990 and 1991 income tax audits.

June 1999 Restructuring Plan

On June 30, 1999, we announced a plan to reduce costs and
improve operating performance at all three of our business
segments. This plan comprised the following actions.

(i)  Higher-cost copper production was curtailed 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)  We sold a non-core South African fluorspar mining
unit.

(iii)  Certain wire and cable assets were restructured to
respond to changing market conditions.

(iv)  We suspended 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 ($58.7 million, or $1.01 per
share after



---



-8-






|                    |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |     |     | 
|------------------- | ---------------------------------- | ------------------------------------ | ---- | --------- | --- | -------- | --- | ------- | --- |  | ----- | ---- | ---- | - | --- | --- | --- | 
|                    |                                    |                                      |      |           |     |         
|(in millions)       |                                    |                                      |      |           |     |         
|                    |                                    | 12/31/99                             |      | Additions |     | Payments |     | 9/30/00
|                    |                                    |                                      |      |           |     |          |     |        
|PD Mining:          |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |    
|                   
|                   
|                   
|                   
|                    | Employee Severance                 |                                      | $    | 1.4       |     |          |     | -       |     |  |       | (1.0 | )    |   |     | 0.4 |    
|                   
|                   
|                   
|                   
|                    | Mothballing/ Take or Pay Contracts |                                      |      | 3.5       |     |          |     | -       |     |  |       | (1.0 | )    |   |     | 2.5 |    
|                   
|                   
|                   
|                   
|                    | Environmental Clean-up             |                                      |      | 5.9       |     |          |     | -       |     |  |       | (3.2 | )    |   |     | 2.7 |    
|                    |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |    
|PD Mining total     |                                    |                                      | 10.8 |           |     |          | -   |         |     |  | (5.2  | )    |      |   | 5.6 |    
|                   
|                   
|                   
|                   
|PD Industries:      |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |    
|                    | Wire and Cable                     |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |     |    
|                   
|                   
|                   
|                   
|                    |                                    | Employee Severance and Relocation(A) |      |           | 3.2 |          |     |         | 1.8 |  |       |      | (3.8 | ) |     |     | 1.2 | 
|                   
|                   
|                   
|                   
|                    |                                    | Plant Removal and Dismantling        |      |           | 1.0 |          |     |         | 5.5 |  |       |      | (5.5 | ) |     |     | 1.0 | 
|                    |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |    
|                    |                                    |                                      | 4.2  |           |     |          | 7.3 |         |     |  | (9.3  | )    |      |   | 2.2 |    
|                    | Specialty Chemicals                |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |     |    
|                   
|                   
|                   
|                   
|                    |                                    | Employee Severance                   |      |           | 0.3 |          |     |         | -   |  |       |      | (0.3 | ) |     |     | -   | 
|                   
|                   
|                   
|                   
|                    |                                    | Disposal and Dismantling             |      |           | 1.8 |          |     |         | -   |  |       |      | (0.5 | ) |     |     | 1.3 | 
|                   
|                   
|                   
|                   
|                    |                                    | Environmental                        |      |           | 0.8 |          |     |         | -   |  |       |      | -    |   |     |     | 0.8 | 
|                    |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |    
|                    |                                    |                                      | 2.9  |           |     |          | -   |         |     |  | (0.8  | )    |      |   | 2.1 |    
|                    |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |    
|PD Industries total |                                    |                                      | 7.1  |           |     |          | 7.3 |         |     |  | (10.1 | )    |      |   | 4.3 |    
|                    |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |    
|Total               |                                    | $                                    | 17.9 |           |     |          | 7.3 |         |     |  | (15.3 | )    |      |   | 9.9 |    
|                    |                                    |                                      |      |           |     |          |     |         |     |  |       |      |      |   |     |    




|    |                                                      
|--- | -----------------------------------------------------
|(A) | Relocation costs are charged to expense as
	incurred.




The balance of cash outlays are expected to be made during the
remainder of 2000, except for those associated with pension and
post-retirement obligations and environmental clean-up.



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

The Financial Accounting Standards Board issued SFAS 133,
Accounting for Derivative Instruments and Hedging
Activities, (as amended by SFAS 137) and
SFAS 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities. These
statements require 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 is
required to be adopted by the Company on January 1, 2001.
We 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 and are
developing systems and procedures to effect its implementation.

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 6 
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.

In December 1999, the Securities and Exchange Commission
(SEC) issued Staff Accounting Bulletin (SAB) 101,
Revenue Recognition in Financial Statements (as
amended by SAB 101A and 101B) that provides guidance on the
recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 101 outlines the basic
criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition
policies. The implementation date of SAB 101 for the
Company is no later than the fourth fiscal quarter of 2000.
Based upon current SEC guidance and discussion, we believe that
the Company is in substantial compliance with SAB 101 and
that there would not be a material impact upon implementation.

The Emerging Issues Task Force issued Topic No. D-88,
Planned Major Maintenance Activities in
March 2000. Topic D-88 requires companies to disclose
in their 2000 Form 10-Qs 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 period (generally 12 months) in which the major
maintenance activities are incurred.



---



-9-

|   |                      
|-- | ---------------------
|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 nine months of 2000, net spending
against that reserve totaled $23.0 million resulting in a
reserve balance of $313.1 million at September 30, 2000.

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 considered to be material. It is not possible to
reasonably estimate the potential liability concerning the site
until the RI/ FS is complete.

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 in 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.



|    |                   
|--- | ------------------
|11. | Earnings Per Share

Basic earnings per share is computed by dividing income
available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings
per share is similar to basic earnings per share except that the
denominator is increased to include the number of additional
common shares that would have been outstanding if the dilutive
potential common shares were issued. The average number of
diluted common shares outstanding includes 0.3 million for the
dilutive impact of restricted stock issued to employees for both
the three- and nine-month periods ended September 30, 2000.
The average number of diluted common shares outstanding for the
third quarter ended September 30, 1999, includes 0.2
million for the dilutive impact of restricted stock issued to
employees and 0.1 million for the dilutive impact of employee
stock options. These shares were not included in the nine-month
period ended September 30, 1999, determination as the
effect of these shares was anti-dilutive. Stock options excluded
from the computation of diluted earnings per share because
option prices exceeded fair market value were as follows:




|                                       |  |               |       |            |  |      |       |      |  |  |       |  |  |  |       | 
|-------------------------------------- |  | ------------- | ----- | ---------- |  | ---- | ----- | ---- |  |  | ----- |  |  |  | ----- | 
|                                       |  |               |       |           
|(in millions, except for option price) |  |               |       |           
|                                       |  |              
|                                       |  |               |       | First Nine
|                                       |  | Third Quarter |       | Months    
|                                       |  |               |       |           
|                                       |  | 2000          |       | 1999       |  | 2000 |       | 1999
|                                       |  |               |       |            |  |      |       |     
|Outstanding options                    |  |               | 6.7   |            |  |      | 2.6   |      |  |  | 6.5   |  |  |  | 3.0   | 
|                                      
|                                      
|                                      
|                                      
|Average option price                   |  | $             | 41.81 |            |  |      | 59.69 |      |  |  | 47.59 |  |  |  | 56.03 | 



---



---



-10-

REVIEW BY INDEPENDENT ACCOUNTANTS

The financial information as of September 30, 2000, and for
the three-month and nine-month periods ended September 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.



---



-11-



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
September 30, 2000, and the related consolidated statement
of operations, for each of the three-month and nine-month
periods ended September 30, 2000 and 1999, the consolidated
statement of cash flows for the nine-month periods ended
September 30, 2000 and 1999 and the consolidated statement
of common shareholders equity for the nine-month period
ended September 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 accounting principles generally accepted in the
United States of America.

We previously audited in accordance with auditing standards
generally accepted in the United States of America, 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







---



-12-

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 third quarter
of $41.5 million, or 53 cents per common share, before
after-tax, non-recurring charges of $2.2 million, or 3 cents per
common share, from the Companys restructuring plans (see
Note 6 to the Consolidated Financial Information for a
description of the restructuring plans and the non-recurring
items). By comparison, earnings for the third quarter of 1999
were $16.1 million, or 28 cents per common share, before
after-tax, non-recurring charges of $0.7 million, or 1 cent per
common share. After non-recurring items, 2000 third quarter net
income was $39.3 million, or 50 cents per share, compared with
1999 third quarter net income of $15.4 million or 27 cents per
common share.

Consolidated earnings for the nine months ended
September 30, 2000, were $66.7 million, or 85 cents per
common share, before after-tax, non-recurring charges of $45.8
million, or 58 cents per common share. Earnings for the nine
months ended September 30, 1999, were $17.8 million, or 31
cents per common share, before after-tax, non-recurring charges
of $59.4 million, or $1.03 per share, as a result of the
June 1999 Restructuring Plan, and an after-tax charge of
$3.5 million, or 6 cents per common share, for the cumulative
effect of an accounting change (see Note 7 to the Consolidated
Financial Information).

Earnings before non-recurring items were higher in the third
quarter and the first nine months of 2000 than in the
corresponding 1999 periods principally as a result of higher
average copper prices and the associated benefits of a lower
effective income tax rate, as well as the addition of 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 resulting from increased electric power and
diesel fuel costs.

The New York Commodity Exchange (COMEX) spot price per
pound of copper cathode, upon which we base our selling price,
averaged 87 cents in the third quarter and 83 cents for the
first nine months of 2000 compared with 78 and 70 cents in the
corresponding 1999 periods. From October 2 through
November 10, 2000, the COMEX price averaged 86 cents per
pound, closing at 84 cents on November 10, 2000.

A change in the price we receive for copper, or in our unit
production costs, may have 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, results in a variation in
annual pre-tax operating income levels 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 September 30, 2000.

Sales

Sales were $1,193.4 million in the 2000 third quarter and
$3,426.0 million in the nine months ended September 30,
2000, compared with $742.7 million and $2,096.9 million in the
corresponding 1999 periods. These increases principally resulted
from higher average copper and carbon black prices, combined
with higher sales volumes of copper and molybdenum, due largely
to the Cyprus Amax acquisition.

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.



---



-13-

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.

|                                         |                                                             |                |      |       |  |  |      |       | 
|---------------------------------------- | ----------------------------------------------------------- | -------------- | ---- | ----- |  |  | ---- | ----- | 
|                                        
|                                        
|                                         |                                                             |               
|                                         |                                                             | Third Quarter 
|                                         |                                                             |               
|                                         |                                                             | 2000           |      | 1999 
|                                         |                                                             |                |      |      
|Copper production (thousand short tons): |                                                             |                |      |       |  |  |      |      
|                                        
|                                        
|                                        
|                                        
|                                         | Total production                                            |                |      | 364.9 |  |  |      | 227.8 | 
|                                        
|                                        
|                                        
|                                        
|                                         | Less minority participants shares(A)                       |                |      | 64.0  |  |  |      | 40.2  | 
|                                         |                                                             |                |      |       |  |  |      |      
|                                         | Net Phelps Dodge share                                      |                |      | 300.9 |  |  |      | 187.6 | 
|                                         |                                                             |                |      |       |  |  |      |      
|Copper sales (thousand short tons):      |                                                             |                |      |       |  |  |      |      
|                                        
|                                        
|                                        
|                                        
|                                         | Net Phelps Dodge share from own mines                       |                |      | 294.9 |  |  |      | 193.0 | 
|                                        
|                                        
|                                        
|                                        
|                                         | Purchased copper                                            |                |      | 112.2 |  |  |      | 71.3  | 
|                                         |                                                             |                |      |       |  |  |      |      
|                                         | Total copper sales                                          |                |      | 407.1 |  |  |      | 264.3 | 
|                                         |                                                             |                |      |       |  |  |      |      
|COMEX                                    |                                                             |                |      |       |  |  |      |      
|                                        
|                                        
|                                        
|                                        
|                                         | Average spot price per pound - copper cathodes              |                | $    | 0.87  |  |  |      | 0.78  | 
|                                        
|                                        
|                                        
|                                        
|Molybdenum production (million pounds)   |                                                             |                | 12.9 |       |  |  | 0.1  |      
|                                        
|                                        
|                                        
|                                        
|Molybdenum sales (million pounds)        |                                                             |                | 13.0 |       |  |  | -    |      
|                                        
|Metals Week                              |                                                             |                |      |       |  |  |      |      
|                                        
|                                        
|                                        
|                                        
|                                         | Average dealer oxide price per pound - molybdenum           |                | $    | 2.62  |  |  |      | 2.68  | 
|                                         |                                                             | (in  millions)
|                                        
|PD Mining                                |                                                             |                |      |       |  |  |      |      
|                                        
|                                        
|                                        
|                                        
|                                         | Sales and other operating revenues - Unaffiliated customers |                | $    | 825.8 |  |  |      | 406.9 | 
|                                        
|                                        
|                                        
|                                        
|Operating income(B)                      |                                                             | $              | 91.5 |       |  |  | 36.2 |      

|                                         |                                                             |                  |       |         |  |  |     |         | 
|---------------------------------------- | ----------------------------------------------------------- | ---------------- | ----- | ------- |  |  | --- | ------- | 
|                                         |                                                             |                 
|                                         |                                                             | First Six Months
|                                         |                                                             |                 
|                                         |                                                             | 2000             |       | 1999   
|                                         |                                                             |                  |       |        
|Copper production (thousand short tons): |                                                             |                  |       |         |  |  |     |        
|                                        
|                                        
|                                        
|                                        
|                                         | Total production                                            |                  |       | 1,104.1 |  |  |     | 720.6   | 
|                                        
|                                        
|                                        
|                                        
|                                         | Less minority participants shares(A)                       |                  |       | 196.3   |  |  |     | 125.0   | 
|                                         |                                                             |                  |       |         |  |  |     |        
|                                         | Net Phelps Dodge share                                      |                  |       | 907.8   |  |  |     | 595.6   | 
|                                         |                                                             |                  |       |         |  |  |     |        
|Copper sales (thousand short tons):      |                                                             |                  |       |         |  |  |     |        
|                                        
|                                        
|                                        
|                                        
|                                         | Net Phelps Dodge share from own mines                       |                  |       | 918.1   |  |  |     | 595.3   | 
|                                        
|                                        
|                                        
|                                        
|                                         | Purchased copper                                            |                  |       | 318.0   |  |  |     | 205.6   | 
|                                         |                                                             |                  |       |         |  |  |     |        
|                                         | Total copper sales                                          |                  |       | 1,236.1 |  |  |     | 800.9   | 
|                                         |                                                             |                  |       |         |  |  |     |        
|COMEX                                    |                                                             |                  |       |         |  |  |     |        
|                                        
|                                        
|                                        
|                                        
|                                         | Average spot price per pound - copper cathodes              |                  | $     | 0.83    |  |  |     | 0.70    | 
|                                        
|                                        
|                                        
|                                        
|Molybdenum production (million pounds)   |                                                             |                  | 38.1  |         |  |  | 0.5 |        
|                                        
|                                        
|                                        
|                                        
|Molybdenum sales (million pounds)        |                                                             |                  | 44.9  |         |  |  | 0.4 |        
|Metals Week                              |                                                             |                  |       |         |  |  |     |        
|                                        
|                                        
|                                        
|                                        
|                                         | Average dealer oxide price per pound - molybdenum           |                  | $     | 2.68    |  |  |     | 2.68    | 
|                                         |                                                             | (in millions)   
|                                        
|PD Mining                                |                                                             |                  |       |         |  |  |     |        
|                                        
|                                        
|                                        
|                                        
|                                         | Sales and other operating revenues - Unaffiliated customers |                  | $     | 2,333.1 |  |  |     | 1,102.3 | 
|                                        
|                                        
|                                        
|                                        
|Operating income(B)                      |                                                             | $                | 197.9 |         |  |  | 8.2 |        




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 $5.9 million in the
	2000 nine months and $0.7 million in the 2000 third quarter for
	the curtailment of copper and molybdenum mining activities. The
	1999 nine months includes a pre-tax charge of $34.5 million for
	the sale of a fluorspar mine, the suspension of operations of a
	smelter and the curtailment of a copper mining and refining
	operation. See Note 6 to the Consolidated Financial
	Information.




Sales

PD Mining sales and other operating revenues to unaffiliated
customers increased by $418.9 million, or 103 percent, in
the 2000 third quarter and by $1,230.8 million, or
112 percent, in the first nine months of 2000 compared with
the corresponding 1999 periods. The increase for the third
quarter was a result of increased copper sales volumes,
primarily as a result of the acquisition of Cyprus Amax (approxi-



---



-14-



Operating Income

PD Mining reported operating income of $92.2 million in the 2000
third quarter before pre-tax, non-recurring charges of $0.7
million. This compares with operating income of $36.2 million in
the corresponding 1999 period. The increase primarily reflected
the higher average copper sales price realization of PD-mined
copper (approximately $35 million) and higher sales volumes of
PD-mined copper (approximately $31 million). These increases
were partially offset by higher copper production costs
(approximately $14 million). Compared with the 1999 third
quarter, the combination of high diesel fuel and natural gas
costs, plus the impact of high spot electric power costs and
sporadic power curtailments, reduced operating earnings of PD
Mining by approximately $22 million. For the nine-month period
ended September 30, 2000, PD Mining reported operating
income of $203.8 million before non-recurring, pre-tax charges
of $5.9 million compared to $42.7 million before non-recurring,
pre-tax charges of $34.5 million. The year-to-date increase
reflected the higher average copper sales price realization of
PD-mined copper (approximately $154 million) and higher sales
volumes of PD-mined copper (approximately $72 million). These
increases were partially offset by higher copper production
costs (approximately $65 million).

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.

|                                                             |                     |               |       |       |  |  |       |       | 
|------------------------------------------------------------ | ------------------- | ------------- | ----- | ----- |  |  | ----- | ----- | 
|                                                            
|                                                            
|                                                             |                     |              
|                                                             |                     | Third Quarter
|                                                             |                     |              
|                                                             |                     | 2000          |       | 1999 
|                                                             |                     |               |       |      
|                                                             |                     |              
|                                                             |                     | (in millions)
|                                                            
|                                                            
|                                                            
|                                                            
|Sales and other operating revenues - Unaffiliated customers: |                     |               |       |       |  |  |       |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Specialty chemicals |               | $     | 148.2 |  |  |       | 132.9 | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Wire and cable      |               |       | 219.4 |  |  |       | 202.9 | 
|                                                             |                     |               |       |       |  |  |       |      
|                                                             |                     | $             | 367.6 |       |  |  | 335.8 |      
|                                                             |                     |               |       |       |  |  |       |      
|Operating income:                                            |                     |               |       |       |  |  |       |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Specialty chemicals |               | $     | 20.7  |  |  |       | 21.9  | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Wire and cable(A)   |               |       | 8.4   |  |  |       | 4.9   | 
|                                                             |                     |               |       |       |  |  |       |      
|                                                             |                     | $             | 29.1  |       |  |  | 26.8  |      
|                                                             |                     |               |       |       |  |  |       |      

|                                     |                         |                   |         |       |   |  |       |       |  
|------------------------------------ | ----------------------- | ----------------- | ------- | ----- | - |  | ----- | ----- | -
|                                     |                         |                  
|                                     |                         | First Nine Months
|                                     |                         |                  
|                                     |                         | 2000              |         | 1999 
|                                     |                         |                   |         |      
|                                     |                         |                  
|                                     |                         | (in millions)    
|Sales and other operating revenues - |                         |                   |         |       |   |  |       |      
|                                    
|                                    
|                                    
|                                    
|                                     | Unaffiliated customers: |                   |         |       |   |  |       |       |  
|                                    
|                                    
|                                    
|                                    
|                                     | Specialty chemicals     |                   | $       | 453.3 |   |  |       | 398.8 |  
|                                    
|                                    
|                                    
|                                    
|                                     | Wire and cable          |                   |         | 639.6 |   |  |       | 595.8 |  
|                                     |                         |                   |         |       |   |  |       |      
|                                     |                         | $                 | 1,092.9 |       |   |  | 994.6 |      
|                                     |                         |                   |         |       |   |  |       |      
|Operating income (loss):             |                         |                   |         |       |   |  |       |      
|                                    
|                                    
|                                    
|                                    
|                                     | Specialty chemicals(B)  |                   | $       | 71.8  |   |  |       | 62.7  |  
|                                    
|                                    
|                                    
|                                    
|                                     | Wire and cable(A)(C)(D) |                   |         | (27.3 | ) |  |       | (11.0 | )
|                                     |                         |                   |         |       |   |  |       |      
|                                     |                         | $                 | 44.5    |       |   |  | 51.7  |      
|                                     |                         |                   |         |       |   |  |       |      




|    |                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A) | Includes pre-tax charges of $2.6 million in the
	2000 third quarter for costs associated with the June 1999
	Restructuring Plan (see Note 6 to the Consolidated Financial
	Information).



|    |                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 facility in the Philippines (see
	Note 6 to the Consolidated Financial Information).



|    |                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(C) | Includes a pre-tax charge of $45.4 million in the
	2000 second quarter associated with the June 2000
	Restructuring Plan and $2.1 million in the 2000 first quarter
	for costs associated with the June 1999 Restructuring Plan
	(see Note 6 to the Consolidated Financial Information).
|   
|(D) | Includes a pre-tax charge of $28.4 million in the
	1999 second quarter and $1.1 million in the 1999 third quarter
	for costs associated with the restructuring of certain wire and
	cable operations (see Note 6 to the Consolidated Financial
	Information).                           






---



-15-

Sales

PD Industries reported sales to unaffiliated customers of $367.6
million in the third quarter and $1,092.9 million for the first
nine months of 2000, compared with $335.8 million and $994.6
million in the corresponding 1999 periods. The increases
principally reflect higher sales in both the specialty chemicals
and wire and cable segments. Increases of 12 percent and
14 percent in specialty chemicals sales for the three- and
nine-month periods, respectively, are the result of higher
average selling prices following an increase in feedstock costs.
Increases of 8 percent and 7 percent in wire and cable
sales were primarily the result of increased copper prices and
higher sales volumes to the aerospace and geophysical markets.

Operating Income

PD Industries reported 2000 third quarter operating income of
$31.7 million before pre-tax, non-recurring charges of $2.6
million for wire and cable restructuring activities. Operating
income in the 1999 third quarter was $27.9 million before
pre-tax, non-recurring charges of $1.1 million. The increase is
due to higher sales levels in both the specialty chemicals and
wire and cable segments partially offset by an increase in
feedstock costs.

OTHER MATTERS RELATING TO THE STATEMENT OF CONSOLIDATED
OPERATIONS

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization expense was $111.0
million in the third quarter and $349.5 million for the first
nine months of 2000, compared with $68.4 million and $212.7
million in the corresponding 1999 periods. The 2000 depreciation
expense includes depreciation at the acquired Cyprus Amax
properties.

Selling and General Administrative Expense

Selling and general administrative expense was $32.7 million in
the third quarter and $99.7 million for the first nine months of
2000, compared with $25.0 million and $74.8 million in the
corresponding 1999 periods. The increases are primarily related
to the addition of administrative functions to support the
Cyprus Amax acquired properties and the inclusion of molybdenum
selling expenses for production 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 third quarter exploration and research expense was
$12.6 million, an increase of $0.3 million from that in the 1999
third quarter, reflecting higher exploration spending in Brazil
and Canada, partially offset by the receipt of a payment on an
optioned exploration property. Exploration and research expense
for the nine months period ended September 30, 2000 was
$39.8 million, an increase of $6.4 million over the
corresponding 1999 period. This increase is a result of
increased spending in Brazil and in the Safford District,
partially offset by the receipt of a payment on an optioned
exploration property in the third quarter.

Interest Expense

Interest expense was $54.4 million in the 2000 third quarter
bringing the nine-month total to $163.8 million. This compares
to $20.3 million in the 1999 third quarter and $68.4 million in
the nine-month period. The increases primarily reflected the
assumption of Cyprus Amaxs debt.

Miscellaneous Income and Expense, Net

Miscellaneous income and expense, net, increased by $1.9 million
in the third quarter and $19.7 million for the first nine months
of 2000 compared with the corresponding 1999 periods. These
changes principally reflect higher interest income and higher
currency exchange gains as compared to the corresponding 1999
periods.

Provision for Taxes on Income

The effective tax rate of 22 percent for the three-month
period ended September 30, 2000, varies from the customary
effective tax rate of 37 percent primarily as a result of
the net year-to-date effect of a decrease in projected foreign
exploration expenditures and a higher copper price. Improved
copper prices have increased the proportion of our earnings from
mining operations. The mining division generally attracts a
lower tax rate than the rest of our operations due to the
percentage depletion allowance in the United States, which
varies in relation to copper prices, and a relatively low tax
rate in Chile.

CHANGES IN FINANCIAL CONDITION

Debt

At September 30, 2000, our total debt was $2,708.7 million,
compared with $2,755.0 million at December 31, 1999. Our
ratio of debt to total capitalization was 45.5 percent at
September 30,



---



-16-



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 nine
months of 2000 were $222.7 million for PD Mining (including
$112.5 million for the Companys share of the Morenci
mine-for-leach project), $62.5 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 $5.8 million for other Corporate-related
activities. Capital expenditures and investments in the
corresponding 1999 period were $55.4 million for PD Mining
and $118.9 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 $300 million for PD Mining (including
$139 million for the Companys share of the Morenci
mine-for-leach project) and approximately $100 million for PD
Industries.

Dividends

On September 8, 2000, we paid a regular quarterly dividend
of 50 cents per share on our common shares for the 2000
third quarter; the total amount paid was $39.4 million. On
November 1, 2000, the Board of Directors declared a regular
dividend in the 2000 fourth quarter of 50 cents per common
share. The dividend is to be paid on December 8, 2000, to
shareholders of record at the close of business on
November 17, 2000.

Other Matters

For a discussion of incurred costs 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 liability components of the 2000
and 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.

During the third quarter, we received informal notification from
Alcoa, Inc. that they believe Cyprus Amax Minerals Company owes
their subsidiary, Alumax, Inc., additional sums under a Tax
Disaffiliation Agreement dated May 24, 1993. We intend to
dispute this claim.

Part II.  Other Information

Item 1.  Legal Proceedings

On September 6, 2000, the Environmental Protection Agency
issued a second Notice of Violation (NOV) to Phelps Dodge
Sierrita, Inc. The NOV claims that the Sierrita facility failed
to obtain proper Prevention of Significant Deterioration permits
and failed to comply with New Source Performance Standards. The
Corporation is preparing a response to the NOV.

Item 5.  Other Information

At a meeting on November 1, 2000, the Board of Directors
authorized amendments to Sections 1, 2, 5 and 7 of
Article II of the Bylaws, which are reflected in the
restated Bylaws attached as an exhibit to this Form 10-Q.

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 September 30, 2000. 

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:  November 13, 2000



|    |                   
|--- | ------------------
|By: | Stanton K. Rideout









---



-17-

Index to Exhibits

|    |  |                                                                                                                                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2 |  | Amended and Restated Bylaws of the Corporation (marked to show
	changes from the current version), effective as of
	November 1, 2000 (except Section 7 of Article II
	which is effective as of May 2, 2001) (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