~~Table~~UNITED ofSTATES ~~Contents~~SECURITIES AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES~~D.C. ~~SECURITIES AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 19, 2007

~~CURRENT REPORT Pursuant to Section 13 or 15~~(d)Date of ~~the~~Report/Date ~~Securities~~of ~~Exchange~~earliest ~~Act~~event ~~of 1934~~reported)

~~June 25,~~PHELPS ~~2006 (Date~~DODGE ~~of Report/Date of earliest event reported)~~CORPORATION

~~PHELPS~~(Exact ~~DODGE~~name ~~CORPORATION~~ of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


NEW YORK	001-00082	13-1808503
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~NEW~~One ~~YORK~~North ~~(State~~Central orAvenue Phoenix, ~~other~~Arizona ~~jurisdiction of incorporation) 001~~85004-~~00082 (Commission File Number) 13-1808503 (IRS Employer Identification No.)~~4414

~~One North Central Avenue Phoenix, Arizona 85004-4414~~ (Address and zip code of principal executive offices)

(602) 366-8100 ~~(Registrant’s telephone number, including area code)~~

~~N/A~~ (~~Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report~~code)

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ N/A

o(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule 425~~if ~~under~~changed ~~the~~since ~~Securities~~last ~~Act (17 CFR 230.425~~report)

xCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule 14a~~if the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~240.14a-12)~~under any of the following provisions:

o ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~TABLE~~o OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~ITEM~~o ~~8.01~~Pre-commencement ~~OTHER~~communications ~~EVENTS~~pursuant ~~ITEM~~to ~~9.01~~Rule 13e-4(c) ~~FINANCIAL~~under ~~STATEMENTS~~the ~~AND~~Exchange ~~EXHIBITS~~Act ~~SIGNATURES~~(17 ~~EXHIBIT~~CFR ~~INDEX EX-10~~240.~~1: COMBINATION AGREEMENT~~13e-4(c))

~~Table~~ITEM of1.01 ~~Contents~~ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

~~ITEM~~ On March 19, 2007, Panther Acquisition Corporation (“Merger Subsidiary”), a wholly owned 8subsidiary of Freeport-McMoRan Copper & Gold Inc.01 ~~OTHER~~(“FCX”), ~~EVENTS~~merged with and into Phelps Dodge Corporation (“Phelps Dodge”), with Phelps Dodge continuing as the surviving corporation and a wholly owned subsidiary of FCX (the “Merger”). The Merger was consummated pursuant to an Agreement and Plan of Merger, dated as of November 18, 2006, among Phelps Dodge, FCX and Merger Subsidiary, as amended (the “Merger Agreement”).

~~Phelps~~ In ~~Dodge~~connection ~~Corporation~~with ~~filed~~the Merger, FCX entered into a ~~Current~~ ~~Report~~new onsenior ~~Form 8-K~~secured credit agreement with JP Morgan Chase Bank, ~~dated~~N.A. ~~June 26~~(“JP Morgan”), ~~2006~~as administrative agent and collateral agent, ~~reporting~~Merrill Lynch, ~~among~~Pierce, ~~other~~Fenner ~~things~~& Smith Incorporated (“Merrill”), ~~its~~as ~~entry~~syndication ~~into~~agent, and each of the ~~Combination~~lenders ~~Agreement~~and issuing banks party thereto, ~~dated~~and an amended and restated senior secured credit agreement with JP Morgan, as ofadministration ~~June~~agent, 25security agent, ~~2006~~joint account assets security agent and collateral agent, ~~between~~Merrill, ~~Phelps~~as ~~Dodge~~syndication ~~Corporation~~agent, U.S. Bank National Association, as FI Trustee, and ~~Inco~~each of ~~Limited~~the lenders and issuing banks party thereto (collectively, the “Credit Agreements”). ~~Phelps~~The ~~Dodge~~Credit Agreements ~~Corporation~~are ~~also~~described ~~filed~~in further detail under Item 1.01 of a Current Report on Form 8-K, ~~dated~~filed ~~July~~by FCX on March 1619, ~~2006,~~2007 ~~reporting~~(the “FCX Form 8-K”), which disclosure is incorporated herein by reference. ~~among~~The ~~other~~full ~~things,~~text aof ~~waiver~~the Credit Agreements is attached as Exhibits 10.1 and ~~amendment~~10.2 to ~~certain~~the ~~terms~~FCX ofForm ~~the~~8-K, ~~Combination~~and ~~Agreement~~is incorporated herein by reference.

~~In connection~~ Simultaneously with the ~~proposed~~entry ~~combination,~~into ~~Phelps~~the ~~Dodge~~Credit ~~filed~~Agreements aand ~~preliminary~~the ~~proxy statement~~consummation onof ~~Schedule 14A with~~ the ~~SEC.~~Merger, Phelps ~~Investors~~Dodge ~~are~~and ~~urged~~certain ~~to read~~of ~~the~~its ~~definitive~~subsidiaries ~~proxy~~entered ~~statement~~into ~~(including all~~the ~~amendments~~Guarantee and ~~supplements~~Collateral toAgreement (the it“Guarantee”), ~~when~~dated itas isof ~~filed~~March 19, ~~because~~2007, itamong ~~contains~~FCX, ~~important~~the ~~information. Investors~~subsidiaries ~~may~~of ~~obtain~~FCX ~~free~~from ~~copies~~time ofto ~~the~~time party ~~definitive~~thereto ~~proxy~~and ~~statement~~JPMorgan, as ~~well~~collateral asagent, ~~other~~pursuant ~~filings~~to ~~containing information~~which ~~about~~ Phelps Dodge, ~~Inco~~ and ~~Falconbridge,~~certain ~~without~~of ~~charge,~~its subsidiaries atunconditionally ~~the~~guaranteed ~~SEC’s~~all ~~Web~~obligations ~~site (www.sec.gov).~~of ~~Copies~~FCX and certain of ~~Phelps~~its ~~Dodge’s~~affiliates ~~filings~~under the ~~may~~Credit ~~also~~Agreements beand ~~obtained~~certain ~~without~~interest ~~charge~~rate ~~from~~protection ~~Phelps Dodge~~and atother ~~its~~permitted ~~Web~~hedging ~~site~~arrangements and ~~(www.phelpsdodge.com)~~obligations orin byrespect ~~directing~~of acertain ~~request~~cash tomanagement ~~Phelps~~and ~~Dodge,~~purchasing ~~One~~card ~~North~~arrangements and granted ~~Central~~security ~~Avenue,~~interests ~~Phoenix,~~in ~~Arizona~~the ~~85004-4414,~~equity ~~Attention:~~interests ~~Assistant~~owned ~~General~~by ~~Counsel~~them ~~and~~in ~~Corporate~~certain of their subsidiaries to secure ~~Secretary~~such ~~(602) 366-8100~~obligations.

~~ITEM~~ The 9full text of the Guarantee is attached as Exhibit 10.011 ~~FINANCIAL~~to ~~STATEMENTS~~this ~~AND~~Form ~~EXHIBITS~~8-K and is incorporated herein by reference.

~~(d)~~ITEM ~~Exhibits:~~1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

~~10.1~~ In ~~Combination~~connection with the Merger, on March 19, 2007, Phelps Dodge terminated the Credit Agreement, dated as of ~~June 25~~April 20, ~~2006~~2004, ~~between~~among Phelps Dodge, ~~Corporation~~Citibank, N.A., as administrative agent, and ~~Inco~~the ~~Limited~~banks, financial institutions and other institutional lenders named therein (the “Phelps Dodge Credit Agreement”), as amended as of April 1, 2005 by Amendment No. 1 thereto (the “Phelps Dodge Credit Agreement Amendment”).

2 The Phelps Dodge Credit Agreement was filed by Phelps Dodge as Exhibit 4.1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, and the Phelps Dodge Credit Agreement Amendment was filed by Phelps Dodge as Exhibit 4.1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. The terms and conditions of the Phelps Dodge Credit Agreement and the Phelps Dodge Credit Agreement Amendment are each

~~Table~~summarized in the respective Quarterly Report on Form 10-Q of ~~Contents~~Phelps Dodge under cover of which such agreement was initially filed, which summaries and the exhibits to such Quarterly Reports containing such agreements are hereby incorporated herein by reference.

~~SIGNATURES~~ ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

~~Pursuant~~The toinformation ~~the~~provided ~~requirements~~in Item 1.01 of ~~the~~this ~~Securities~~Form ~~Exchange~~8-K ~~Act~~concerning ~~of 1934,~~ the ~~Registrant~~Guarantee ~~has~~is ~~duly~~hereby ~~caused~~incorporated into this ~~report to be signed on its behalf by the undersigned hereunto duly authorized~~Item 2.03.

PHELPS DODGE CORPORATION
(Registrant)
By:	/s/ S. David Colton
	Name:	S. David Colton
	Title:	Senior Vice President and
		General Counsel
Date: July 17, 2006


ITEM 3.01		NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

3 As a result of the Merger, Phelps Dodge has requested that the New York Stock Exchange (the “NYSE”) file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to report that the Phelps Dodge common shares are no longer listed on the NYSE. The Form 25 was filed on March 21, 2007.

~~Table~~ITEM of5.01 ~~Contents~~CHANGES IN CONTROL OF REGISTRANT

~~EXHIBIT~~ As ~~INDEX~~described under Item 1.01 of this Form 8-K, which disclosure is incorporated herein by reference, the Merger was consummated on March 19, 2007 pursuant to the Merger Agreement. As a result of the Merger, each issued and outstanding Phelps Dodge common share was cancelled and converted into the right to receive (i) 0.67 shares of common stock of FCX and (ii) an amount in cash equal to $88.00, without interest, and Phelps Dodge became a wholly owned subsidiary of FCX.

Exhibit
Number		Exhibit
10.1		Combination Agreement, dated as of June 25, 2006, between Phelps Dodge Corporation and Inco Limited.

The Merger was financed with cash on hand, along with borrowings under senior credit facilities and proceeds from the issuance of bonds. The value of the consideration paid by FCX to the former shareholders of Phelps Dodge was approximately $26 billion.

4 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibit 10.1: Guarantee and Collateral Agreement, dated as of March 19, 2007, among FCX, the Subsidiaries of FCX from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PHELPS DODGE CORPORATION
(Registrant)


By:	/s/ S. David Colton

	Name:	S. David Colton
	Title:	Senior Vice President and General Counsel

Date: March 23, 2007

EXHIBIT INDEX


Exhibit Number		Exhibit

10.1		Guarantee and Collateral Agreement, dated as of March 19, 2007, among FCX, the Subsidiaries of FCX from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent.

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