Edgar Filing: PHELPS DODGE CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DUNHAM ARCHIE W

2. Issuer Name and Ticker or Trading Symbol
PHELPS DODGE CORP [PD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O PHELPS DODGE CORPORATION, ONE NORTH CENTRAL AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2004

(Street)

PHOENIX, AZ 85004

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Share Units ⁽¹⁾

⁽²⁾

02/09/2004

A⁽¹⁾

12.74

⁽³⁾

Common Shares

12.74

$ 78.475

6,956.38

Deferred Share Units ⁽¹⁾

⁽²⁾

02/25/2004

A⁽¹⁾

11.94

⁽³⁾

Common Shares

11.94

$ 83.73

6,968.32

Deferred Share Units ⁽¹⁾

⁽²⁾

03/03/2004

A⁽¹⁾

134.3

⁽³⁾

Common Shares

134.3

$ 85.63

7,102.62

Deferred Share Units ⁽¹⁾

⁽²⁾

06/01/2004

A⁽¹⁾

182.12

⁽³⁾

Common Shares

182.12

$ 68.635

7,284.74

Deferred Share Units ⁽¹⁾

⁽²⁾

06/02/2004

A⁽¹⁾

14.91

⁽³⁾

Common Shares

14.91

$ 67.05

7,299.65

Deferred Share Units ⁽¹⁾

⁽²⁾

08/31/2004

A⁽¹⁾

36.71

⁽³⁾

Common Shares

36.71

$ 81.72

7,336.36

Deferred Share Units ⁽¹⁾

⁽²⁾

09/01/2004

A⁽¹⁾

258.52

⁽³⁾

Common Shres

258.52

$ 81.715

7,594.88

Deferred Share Units ⁽¹⁾

⁽²⁾

10/01/2004

A⁽¹⁾

16.14

⁽³⁾

Common Shares

16.14

$ 92.915

7,633.44 ⁽⁴⁾

Deferred Share Units ⁽¹⁾

⁽²⁾

10/05/2004

A⁽¹⁾

16.14

⁽³⁾

Common Shares

16.14

$ 92.925

7,649.58

Deferred Share Units ⁽¹⁾

⁽²⁾

10/06/2004

A⁽¹⁾

31.73

⁽³⁾

Common Shares

31.73

$ 94.54

7,681.31

Deferred Share Units ⁽¹⁾

⁽²⁾

10/22/2004

A⁽¹⁾

17.55

⁽³⁾

Common Shares

17.55

$ 85.465

7,698.86

Deferred Share Units ⁽¹⁾

⁽²⁾

11/30/2004

A⁽¹⁾

15.26

⁽³⁾

Common Shares

15.26

$ 98.295

7,714.12

Deferred Share Units ⁽¹⁾

⁽²⁾

12/01/2004

A⁽¹⁾

220.74

⁽³⁾

Common Shares

220.74

$ 95.7

7,934.86

Deferred Share Units ⁽¹⁾

⁽²⁾

12/10/2004

A⁽¹⁾

16.58

⁽³⁾

Common Shares

16.58

$ 90.45

7,972.02 ⁽⁴⁾

Deferred Share Units ⁽¹⁾

⁽²⁾

12/17/2004

A⁽¹⁾

15.56

⁽³⁾

Common Shares

15.56

$ 96.43

7,987.58

Deferred Share Units ⁽¹⁾

⁽²⁾

12/31/2004

A⁽¹⁾

15.13

⁽³⁾

Common Shares

15.13

$ 99.115

8,002.71

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DUNHAM ARCHIE W C/O PHELPS DODGE CORPORATION ONE NORTH CENTRAL AVENUE PHOENIX, AZ 85004	X

Signatures

/s/ S. David Colton, Attorney-in-fact for Archie W. Dunham		04/13/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Acquisition of deferred share units through the Deferred Compensation Plan for the Directors of Phelps Dodge Corporation, exempt pursuant to Rule 16b-3(d). Share numbers and prices do not reflect two-for-one stock split effected on March 13, 2006.
(2)	Each deferred share unit represents the right to receive one Phelps Dodge Corporation common share or the cash value thereof.
(3)	Deferred share units are exercisable by the reporting person at any time.
(4)	Includes allocation of dividends under the Deferred Compensation Plan for the Directors of Phelps Dodge Corporation.
Remarks: For each transaction reported herein, the responses to Items 5 and 9, "Number of Derivative Securities," Item 7, "Title and Amount of Underlying Securities" and Item 8, "Price of Derivative Security," have not been adjusted to reflect the two-for-one stock split effected on March 13, 2006.

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