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)
08/23/2002

(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.
	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 1474 (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 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⁾

08/23/2002⁽³⁾

A⁽¹⁾

812.85

⁽⁴⁾

Common Shares

812.85

⁽³⁾

4,271.96

Deferred Share Units ⁽¹⁾

⁽²⁾

09/03/2002

A⁽¹⁾

64.79

⁽⁴⁾

Common Shares

64.79

$ 30.87

4,336.75

Deferred Share Units ⁽¹⁾

⁽²⁾

09/04/2002

A⁽¹⁾

406.99

⁽⁴⁾

Common Shares

406.99

$ 29.485

4,743.74

Deferred Share Units ⁽¹⁾

⁽²⁾

10/29/2002

A⁽¹⁾

32.76

⁽⁴⁾

Common Shares

32.76

$ 30.525

4,776.5

Deferred Share Units ⁽¹⁾

⁽²⁾

11/11/2002

A⁽¹⁾

31.46

⁽⁴⁾

Common Shares

31.46

$ 31.79

4,807.96

Deferred Share Units ⁽¹⁾

⁽²⁾

12/03/2002

A⁽¹⁾

63.5

⁽⁴⁾

Common Shares

63.5

$ 31.495

4,871.46

Deferred Share Units ⁽¹⁾

⁽²⁾

12/04/2002

A⁽¹⁾

357.02

⁽⁴⁾

Common Shares

357.02

$ 30.81

5,228.48

Deferred Share Units ⁽¹⁾

⁽²⁾

01/27/2003

A⁽¹⁾

29.56

⁽⁴⁾

Common Shares

29.56

$ 33.835

5,258.04

Deferred Share Units ⁽¹⁾

⁽²⁾

02/03/2003

A⁽¹⁾

28.65

⁽⁴⁾

Common Shares

28.65

$ 34.91

5,286.69

Deferred Share Units ⁽¹⁾

⁽²⁾

02/04/2003

A⁽¹⁾

28.36

⁽⁴⁾

Common Shares

28.36

$ 35.265

5,315.05

Deferred Share Units ⁽¹⁾

⁽²⁾

02/05/2003

A⁽¹⁾

28.27

⁽⁴⁾

Common Shares

28.27

$ 35.375

5,343.32

Deferred Share Units ⁽¹⁾

⁽²⁾

02/25/2003

A⁽¹⁾

28.46

⁽⁴⁾

Common Shares

28.46

$ 35.14

5,371.78

Deferred Share Units ⁽¹⁾

⁽²⁾

03/05/2003

A⁽¹⁾

365.98

⁽⁴⁾

Common Shares

365.98

$ 34.155

5,737.76

Deferred Share Units ⁽¹⁾

⁽²⁾

04/04/2003

A⁽¹⁾

30.77

⁽⁴⁾

Common Shares

30.77

$ 32.5

5,768.53

Deferred Share Units ⁽¹⁾

⁽²⁾

04/08/2003

A⁽¹⁾

30.5

⁽⁴⁾

Common Shares

30.5

$ 32.79

5,799.03

Deferred Share Units ⁽¹⁾

⁽²⁾

04/11/2003

A⁽¹⁾

30.46

⁽⁴⁾

Common Shares

30.46

$ 32.83

5,829.49

Deferred Share Units ⁽¹⁾

⁽²⁾

04/25/2003

A⁽¹⁾

31.5

⁽⁴⁾

Common Shares

31.5

$ 31.745

5,860.99

Deferred Share Units ⁽¹⁾

⁽²⁾

04/27/2003

A⁽¹⁾

31.5

⁽⁴⁾

Common Shares

31.5

$ 31.745

5,892.49

Deferred Share Units ⁽¹⁾

⁽²⁾

05/28/2003

A⁽¹⁾

28.02

⁽⁴⁾

Common Shares

28.02

$ 35.69

5,920.51

Deferred Share Units ⁽¹⁾

⁽²⁾

06/04/2003

A⁽¹⁾

361.3

⁽⁴⁾

Common Shares

361.3

$ 37.365

6,281.81

Deferred Share Units ⁽¹⁾

⁽²⁾

07/17/2003

A⁽¹⁾

25.96

⁽⁴⁾

Common Shares

25.96

$ 38.515

6,307.77

Deferred Share Units ⁽¹⁾

⁽²⁾

09/02/2003

A⁽¹⁾

41.81

⁽⁴⁾

Common Shares

41.81

$ 47.835

6,349.58

Deferred Share Units ⁽¹⁾

⁽²⁾

09/03/2003

A⁽¹⁾

256.41

⁽⁴⁾

Common Shares

256.41

$ 48.75

6,605.99

Deferred Share Units ⁽¹⁾

⁽²⁾

10/01/2003

A⁽¹⁾

41.85

⁽⁴⁾

Common Shares

41.85

$ 47.785

6,647.84

Deferred Share Units ⁽¹⁾

⁽²⁾

10/20/2003

A⁽¹⁾

17.62

⁽⁴⁾

Common Shares

17.62

$ 56.755

6,665.46

Deferred Share Units ⁽¹⁾

⁽²⁾

11/17/2003

A⁽¹⁾

16.61

⁽⁴⁾

Common Shares

16.61

$ 60.195

6,682.07

Deferred Share Units ⁽¹⁾

⁽²⁾

12/02/2003

A⁽¹⁾

15.28

⁽⁴⁾

Common Shares

15.28

$ 65.45

6,697.35

Deferred Share Units ⁽¹⁾

⁽²⁾

12/03/2003

A⁽¹⁾

191.97

⁽⁴⁾

Common Shares

191.97

$ 65.115

6,889.32

Deferred Share Units ⁽¹⁾

⁽²⁾

02/03/2004

A⁽¹⁾

26.81

⁽⁴⁾

Common Shares

26.81

$ 74.61

6,916.13

Deferred Share Units ⁽¹⁾

⁽²⁾

02/04/2004

A⁽¹⁾

27.51

⁽⁴⁾

Common Shares

27.51

$ 72.71

6,943.64

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 were acquired on various dates beginning 1/28/2002 through 8/12/2002, based on pre-March 13, 2006 two-for-one split market values of Phelps Dodge Corporation common shares ranging from $31.865 to $40.605 per share.
(4)	Deferred share units are exercisable by the reporting person at any time.
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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