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SEC USE ONLY
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
WORK LOCATION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

     
ATTENTION:   Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
1(a) Name of Issuer   (b) IRS Ident. No.   (c) S.E.C. File No.
 
  PHELPS DODGE CORPORATION     13-1808503     1-82
 
   
   
 
(d) Address of Issuer         (e) Telephone
 
 
One North Central Avenue 		    Phoenix ,  AZ    85004     602   366-8100
 
   
   
  (Street)     (City)      (State)       (Zip Code)     (Area Code)   (Number)
 
2(a) Name of Person For Whose Account the
Securities are to be Sold		   (b) IRS Ident. No.   (c) Relationship to Issuer
 
  Robert N. Burt     284-34-5897     Director
 
   
   
 
(d) Address            
 
  91 Oak Tree Road
    Bluffton ,  South Carolina    29910    
 
   
     
  (Street)     (City)      (State)        (Zip Code)      
INSTRUCTION:   The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number

 

                               
3(a)
Title of the
Class of
Securities to
be Sold		   (b)
Name and Address
of Each Broker
Through Whom the
Securities Are to be
Offered or Each
Market Maker Who
is Acquiring the Securities		 SEC USE
ONLY


Broker-Dealer
File Number		 (c)
Number of
Shares or Other
Units to be Sold
(See Instr. 3(c))		 (d)
Aggregate
Market Value
(See Instr. 3(d))		 (e)
Number of
Shares or Other
Units Outstanding
(See Instr. 3(e))		 (f)
Approximate
Date of Sale
(Mo/Day/Yr)
(See Instr. 3(f))		   (g)
Name of Each
Securities
Exchange
(See Instr. 3(g))
Common Shares   Mellon Securities
Overpeck Centre
85 Challenger Rd.
Ridgefield Park, NJ 07660 		    3,444     $329,590.80     95,466,652   02/02/2005   NYSE
                 
                 

INSTRUCTIONS:

         
1. (a) Name of issuer
(b) Issuer’s I.R.S. Identification Number
(c) Issuer’s S.E.C. file number, if any
(d) Issuer’s address, including zip code
(e) Issuer’s telephone number, including area code
 
2. (a) Name of person for whose account the securities are to be sold
(b) Such person’s I.R.S. Identification number, if such person is an e ntity
(c) Such person’s relationship to the issuer (e.g., officer, director, 10 percent stockholder, or member of immediate family of any of the foregoing)
(d) Such person’s address, including zip code
 
3. (a) Title of the class of securities to be sold
(b) Name and Address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold

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TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of the Class   Date You
Acquired		   Nature of Acquisition
Transaction		   Name of Person from
Whom Acquired
(if gift, also give
date donor acquired)		   Amount of
Securities
Acquired		   Date of
Payment		   Nature of
Payment
Common Shares   02/02/2005   Exercise of Director Stock Options   Phelps Dodge Corporation     3,444     02/02/2005   $213,743.25
               
               

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obl igation was discharged in full or the last installment paid.
                         
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to be sold.
Name and Address of Seller   Title of Securities Sold   Date of Sale   Amount of Securities Sold   Gross Proceeds
               
               
               

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REMARKS:

INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		   ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed.
 
02/02/2005   / s / S. David Colton, Attorney-in-fact for Robert N. Burt
DATE OF NOTICE		  
(SIGNATURE)

The notice shall be signed by the persons for whose account the securities are to be sold.
At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:
Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001)

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