Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2000
(Street)


PHOENIX, AZ 85004		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/13/2001		 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Share Units (1) (5)   12/31/2000(3)   A 1,105.45     (4)   (4) Common Shares
1,105.45
(3) 1,971.79
D
 
Phantom Stock Units (5)   12/31/2000(7)   A 39.3     (8)   (8) Common Shares
39.3
(7) 956.04
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
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).
(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 were acquired on various dates during calendar year 2000, based on pre-March 13, 2006 two-for-one stock split market values of Phelps Dodge Corporation common shares ranging from $38.9375 to $58.9688 per share.
(4) Deferred share units are exercisable by the reporting person at any time.
(5) Share numbers do not reflect two-for-one stock split effected March 13, 2006.
(6) Each phantom stock unit represents the right to receive one Phelps Dodge Corporation common share or the cash value thereof.
(7) Allocation of dividends under the Stock Unit Plan for the Directors of Phelps Dodge Corporation.
(8) Common shares, or the cash value thereof, become deliverable to reporting person upon termination of his service as a director of Phelps Dodge Corporation.

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