PHELPS DODGE CORP
11-K, 1995-06-29
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 11-K
                                   ---------


(Mark One)

[x]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE 
      ACT OF 1934 [FEE REQUIRED]

      For the fiscal year ended        December 31, 1994
                                   --------------------------

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [NO FEE REQUIRED]

      For the transition period from                     to
                                     ------------------     ------------------

Commission file number      1-82
                         ----------




                       PHELPS DODGE EMPLOYEE SAVINGS PLAN
                       ----------------------------------







                            PHELPS DODGE CORPORATION
                            ------------------------


                           2600 North Central Avenue
                          Phoenix, Arizona 85004-3014


<PAGE>



                                   SIGNATURES


The Plan.  Pursuant to the requirements of the Securities  Exchange Act of 1934,
the Committee has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.


                                          PHELPS DODGE EMPLOYEE SAVINGS PLAN



Date:  June 29, 1995                          By: John C. Replogle
     ------------------------                 ---------------------------------
                                              John C. Replogle, Chairman
                                              Benefits Administration Committee


<PAGE>













                       PHELPS DODGE EMPLOYEE SAVINGS PLAN
                       ----------------------------------

                              FINANCIAL STATEMENTS
                              --------------------

                                     * * *


                           DECEMBER 31, 1994 AND 1993
                           --------------------------


<PAGE>



                       PHELPS DODGE EMPLOYEE SAVINGS PLAN
                       ----------------------------------


                                     INDEX
                                     -----
                                   

                                                                          Page
                                                                          ----
Report of Independent Accountants                                            5

Statement of Net Assets Available For Benefits,
 with Fund Information                                                     6-7

Statement of Changes in Net Assets Available 
for Benefits, with Fund Information                                       8-10

Notes to Financial Statements                                            11-15

Schedules

         I.       Schedule of Investments at December 31, 1994              16


 







                       Report of Independent Accountants


June 16, 1995


To the Benefits Administration Committee and Participants
of the Phelps Dodge Employee Savings Plan


In our  opinion,  the  financial  statements  listed in the  accompanying  index
present fairly, in all material respects,  the net assets available for benefits
of the Phelps Dodge Employee Savings Plan at December 31, 1994 and 1993, and the
changes in its net assets  available for benefits for each of the three years in
the period ended  December 31,  1994,  in  conformity  with  generally  accepted
accounting principles.  These financial statements are the responsibility of the
Benefits  Administration  Committee (the Committee);  our  responsibility  is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  statements in accordance with generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting principles used and significant estimates made by the Committee,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The additional  information  included in
Schedule  I is  presented  for  purposes  of  additional  analysis  and is not a
required part of the basic  financial  statements but is additional  information
required by ERISA. The Fund Information in the statement of net assets available
for benefits and the  statement of changes in net assets  available for benefits
is presented for purposes of additional  analysis rather than to present the net
assets  available  for plan  benefits  and changes in net assets  available  for
benefits of each fund.  Schedule I and the Fund  Information have been subjected
to the  auditing  procedures  applied  in the  audits  of  the  basic  financial
statements  and, in our opinion,  are fairly stated in all material  respects in
relation to the basic financial statements taken as a whole.








PRICE WATERHOUSE LLP
Phoenix, Arizona
June 16, 1995

<PAGE>
<TABLE>
<CAPTION>


                                                     PHELPS DODGE EMPLOYEE SAVINGS PLAN

                                    STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION

                                                              DECEMBER 31, 1994
                                                               (in thousands)




                                                                                    PHELPS   OCCIDENTAL
                                                                                     DODGE    PETROLEUM
                                 MONEY     INTEREST       EQUITY       GROWTH       COMMON       COMMON
                                MARKET       INCOME       INCOME        STOCK        STOCK        STOCK          LOAN
               ASSETS             FUND         FUND         FUND         FUND         FUND         FUND          FUND        TOTAL
               ------         --------    ---------    ---------    ---------    ---------    ---------     ---------   ----------
<S>                            <C>          <C>         <C>           <C>          <C>            <C>        <C>           <C>
Investments, at Current Value
(cost basis $165,321):

  Common Stocks                                                                    $37,644        $278                     $37,922

  Mutual Funds                 $21,237                   $26,095      $42,660                                               89,992

  Guaranteed Investment                                                                          
    Contracts                               $42,151                                                                         42,151

  Loans to Participants                                                                                       $10,944       10,944
                             ---------    ---------    ---------    ---------    ---------   ---------      ---------    ---------

                                21,237       42,151       26,095       42,660       37,644         278         10,944      181,009
                             ---------    ---------    ---------    ---------    ---------   ---------      ---------    ---------


Receivables:

  Employee Contributions           163          265         194           319          206                                   1,147

  Employer Contributions         1,280        1,887       1,536         2,402        1,575                                   8,680
                             ---------    ---------   ---------     ---------    ---------                               ---------

                                 1,443        2,152       1,730         2,721        1,781                                   9,827
                             ---------    ---------   ---------     ---------    ---------                               ---------

Total Assets                    22,680       44,303      27,825        45,381       39,425         278         10,944      190,836
                             ---------    ---------   ---------     ---------    ---------   ---------      ---------    ---------

               LIABILITIES


Accrued Liabilities               (241)       (239)        (66)          (167)        (279)                       (34)      (1,026)
                             ---------   ---------   ---------      ---------    ---------   ---------      ---------    ---------


NET ASSETS AVAILABLE
  FOR BENEFITS                 $22,439     $44,064     $27,759        $45,214      $39,146    $    278      $  10,910    $ 189,810
                             =========   =========   =========      =========    =========   =========      =========    =========



                                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                     PHELPS DODGE EMPLOYEE SAVINGS PLAN

                                    STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION

                                                              DECEMBER 31, 1993
                                                               (in thousands)




                                                                                    PHELPS    OCCIDENTAL
                                                                                     DODGE     PETROLEUM
                                 MONEY     INTEREST       EQUITY       GROWTH       COMMON        COMMON
                                MARKET       INCOME       INCOME        STOCK        STOCK         STOCK         LOAN
                ASSETS            FUND         FUND         FUND         FUND         FUND          FUND         FUND        TOTAL
                ------        --------    ---------    ---------    ---------    ---------     ---------    ---------    ---------
<S>                            <C>         <C>          <C>          <C>          <C>              <C>         <C>         <C>
Investments, at Current Value
 (cost basis $133,041):

  Common Stocks                                                                    $26,691          $283                  $ 26,974

  Mutual Funds                 $21,406                   $23,104      $39,292                                               83,802

  Guaranteed Investment 
    Contracts                               $38,293                                                                         38,293

  Loans to Participants                                                                                        $8,477        8,477
                               -------      -------      -------      -------      -------          ----       ------     --------


                               21,406        38,293       23,104       39,292       26,691           283        8,477      157,546
                               -------      -------      -------      -------      -------          ----       ------     --------

Receivables:

  Employee Contributions          166           270          170          295          155                                   1,056

  Employer Contributions        1,150         1,953        1,400        2,246        1,145                                   7,894
                              -------       -------      -------      -------      -------                                --------

                                1,316         2,223        1,570        2,541        1,300                                   8,950
                              -------       -------      -------      -------      -------          ----                  --------


Total Assets                   22,722        40,516       24,674       41,833       27,991           283        8,477      166,496
                              -------       -------      -------      -------      -------          ----       ------     --------

                LIABILITIES

 
Accrued Liabilities              (552)         (209)         (59)        (180)        (429)           (1)         (31)      (1,461)
                              -------       -------      -------      -------      -------          ----       ------    ---------


NET ASSETS AVAILABLE 
  FOR BENEFITS                $22,170       $40,307      $24,615      $41,653      $27,562          $282        $8,446    $165,035
                              =======       =======      =======      =======      =======          ====        ======    ========


                                     See Accompanying Notes to Financial Statements

</TABLE>
                     
<PAGE>
<TABLE>
<CAPTION>


                                                     PHELPS DODGE EMPLOYEE SAVINGS PLAN

                              STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION

                                                        YEAR ENDED DECEMBER 31, 1994
                                                               (in thousands)

                                                                                    PHELPS    OCCIDENTAL
                                                                                     DODGE     PETROLEUM
                                 MONEY     INTEREST       EQUITY       GROWTH       COMMON        COMMON
                                MARKET       INCOME       INCOME        STOCK        STOCK         STOCK         LOAN
                                  FUND         FUND         FUND         FUND         FUND          FUND         FUND        TOTAL
                              --------    ---------    ---------    ---------    ---------     ---------    ---------   ----------
<S>                        <C>              <C>           <C>         <C>         <C>             <C>         <C>          <C>   
Investment Income:
  Realized Gains (Losses)                                 $  (89)     $  (139)    $   565         $    7                    $  344
   on Investments
  Change in Unrealized 
    Appreciation 
    (Depreciation)                                        (2,329)      (2,389)      6,653             31                     1,966
  Dividends                $   813                         2,444        1,667         938             15                     5,877
  Interest                       1          $ 2,743            1            1           7                      $  802        3,555
                           -------          -------      -------       ------     -------         ------      -------     --------
                               814            2,743           27         (860)      8,163             53          802       11,742
                           -------          -------      -------      -------     -------         ------      -------     --------
Contributions:
  Employee                   1,626            2,902        2,036        3,466       1,844                                   11,874
  Employer                   1,848            2,836        2,171        3,470       2,134                                   12,459
                           -------          -------      -------      -------     -------                                   ------
                             3,474            5,738        4,207        6,936       3,978                                   24,333
                           -------          -------      -------      -------     -------                                   ------
Transfer of Hourly 
  Plan Assets                   33                             4            7           7                           6           57
                           -------          -------      -------      -------     -------         ------      -------     --------
Total Additions              4,321            8,481        4,238        6,083      12,148             53          808       36,132
                           -------          -------      -------      -------     -------         ------      -------     --------
Distributions to 
   Participants
   and Beneficiaries        (2,381)          (3,216)      (1,460)      (1,883)     (1,823)           (41)        (524)     (11,328)

Other Charges, Net               2                7            3            4           1            (16)         (30)         (29)

Loans to Participants, 
  Net of Repayments           (379)            (450)        (289)        (481)       (611)                      2,210

Fund Exchanges, Net         (1,294)          (1,065)         652         (162)      1,869
                          --------          -------      -------      -------     -------         ------      -------     --------
Total Deductions            (4,052)          (4,724)      (1,094)      (2,522)       (564)           (57)       1,656      (11,357)
                          --------          -------      -------      -------     -------         ------      -------     -------- 
Increase (Decrease) in Net  
  Assets During the Year       269            3,757        3,144        3,561      11,584             (4)       2,464       24,775

Net Assets Available
  for Benefits:

  Beginning of Year         22,170           40,307       24,615       41,653      27,562             282       8,446      165,035
                           -------          -------      -------      -------     -------          ------     -------     --------
  End of Year              $22,439          $44,064      $27,759      $45,214     $39,146          $  278     $10,910     $189,810
                           =======          =======      =======      =======     =======          ======     =======     ========


                                               See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                     PHELPS DODGE EMPLOYEE SAVINGS PLAN

                              STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION

                                                        YEAR ENDED DECEMBER 31, 1993
                                                               (in thousands)

                                                                                    PHELPS    OCCIDENTAL
                                                                                     DODGE     PETROLEUM
                                 MONEY     INTEREST       EQUITY       GROWTH       COMMON        COMMON
                                MARKET       INCOME       INCOME        STOCK        STOCK         STOCK        LOAN
                                  FUND         FUND         FUND         FUND         FUND          FUND        FUND        TOTAL
                              --------    ---------    ---------    ---------    ---------     ---------   ---------    ---------
<S>                           <C>           <C>         <C>           <C>         <C>             <C>        <C>         <C>
Investment Income:
  Realized Gains (Losses)
     on Investments                                     $   189       $   332     $   (304)      $    45                 $    262
  Change in Unrealized 
   Appreciation
   (Depreciation)                                         2,758         3,394          356            (9)                   6,499
  Dividends                    $   603                      808         3,658          890            21                    5,980
  Interest                           2      $ 2,917           1             2            5            55     $   635        3,617
                               -------      -------     -------       -------      -------       -------     -------     --------
                                   605        2,917       3,756         7,386          947           112         635       16,358
                               -------      -------     -------       -------      -------       -------     -------     --------
Contributions:
  Employee                       1,862        3,034       1,721         2,933        1,828                                 11,378
  Employer                       1,809        2,968       1,947         3,156        1,722                                 11,602
                               -------      -------     -------       -------      -------                               --------
                                 3,671        6,002       3,668         6,089        3,550                                 22,980
                               -------      -------     -------       -------      -------                               --------
Transfer of Hourly
  Plan Assets                                    54           6             2                                     15           77
                               -------      -------     -------       -------      -------       -------     -------     --------
Total Additions                  4,276        8,973       7,430        13,477        4,497           112         650       39,415
                               -------      -------     -------       -------      -------       -------     -------     --------
Distribution to 
 Participants
 and Beneficiaries              (2,590)      (5,042)     (1,587)       (2,501)      (2,135)         (169)       (204)     (14,228)

Other Charges, Net                  17           13         (22)          (27)         (19)          (72)         (4)        (114)

Loans to Participants, 
  Net of Repayments               (499)        (498)       (215)         (307)        (198)                    1,717

Fund Exchanges, Net             (1,353)      (1,344)      1,910           878          (53)          (38)
                               -------      -------     -------       -------      -------       -------     -------     --------
Total Deductions                (4,425)      (6,871)         86        (1,957)      (2,405)         (279)      1,509      (14,342)
                               -------      -------     -------       -------      -------       -------     -------     -------- 
Increase (Decrease) in Net 
  Assets During the Year          (149)       2,102       7,516        11,520        2,092          (167)      2,159       25,073

Net Assets Available 
  for Benefits:
  
  Beginning of Year             22,319       38,205      17,099        30,133       25,470           449       6,287      139,962
                               -------      -------     -------       -------      -------       -------     -------     --------
  End of Year                  $22,170      $40,307     $24,615       $41,653      $27,562       $   282     $ 8,446     $165,035
                               =======      =======     =======       =======      =======       =======     =======     ========



                                               See Accompanying Notes to Financial Statements

</TABLE>
 
<PAGE>
<TABLE>
<CAPTION>

                                                     PHELPS DODGE EMPLOYEE SAVINGS PLAN

                              STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION

                                                        YEAR ENDED DECEMBER 31, 1992
                                                               (in thousands)

                                                                                    PHELPS   OCCIDENTAL
                                                                                     DODGE    PETROLEUM
                                 MONEY     INTEREST       EQUITY       GROWTH       COMMON       COMMON
                                MARKET       INCOME       INCOME        STOCK        STOCK        STOCK         LOAN
                                  FUND         FUND         FUND         FUND         FUND         FUND         FUND        TOTAL
                              --------    ---------    ---------    ---------    ---------    ---------    ---------    ---------
<S>                            <C>          <C>          <C>          <C>          <C>             <C>        <C>        <C>
Investment Income:
  Realized Gains (Losses) 
  on Investments                                         $    63      $  (104)     $   835         $ 11                  $    805
  Change in Unrealized 
      Appreciation
      (Depreciation)                                       1,316       (1,821)       4,790          (23)                    4,262
  Dividends                    $   686                        526       3,783          671           28                     5,694
  Interest                           4      $ 2,645             2           3            5                    $  532        3,191
                               -------      -------       -------     -------      -------         ----       ------     --------
                                   690        2,645         1,907       1,861        6,301           16          532       13,952
                               -------      -------       -------     -------      -------         ----       ------     --------
Contributions:
  Employee                       1,569        2,497         1,222       2,333        1,158                                  8,779
  Employer                       1,967        2,816         1,475       2,543        1,477                                 10,278
                               -------      -------       -------     -------      -------                               --------
                                 3,536        5,313         2,697       4,876        2,635                                 19,057
                               -------      -------       -------     -------      -------                               --------
Transfer of Hourly 
  Plan Assets                    3,843        4,481         1,664       3,225        1,804                       844       15,861
Transfer of ESOP Assets            222          222           101         155        2,965                                  3,665
                               -------      -------        ------     -------      -------         ----       ------     --------
Total Additions                  8,291       12,661         6,369      10,117       13,705           16        1,376       52,535
                               -------      -------       -------     -------      -------         ----       ------     --------
Distributions to 
  Participants and 
  Beneficiaries                 (2,956)     (3,146)        (1,218)     (1,750)      (2,891)         (72)        (284)     (12,317)

Other Changes, Net                 (65)        (72)           (26)        (39)         (22)                      (47)        (271)

Loans to Participants, 
  Net of Repayments               (921)       (494)          (182)         87           59                     1,451

Fund Exchanges, Net               (620)     (1,408)           390         436        1,296          (94)
                               -------     -------        -------     -------      -------         ----      -------      -------
Total Deductions                (4,562)     (5,120)        (1,036)     (1,266)      (1,558)        (166)       1,120      (12,588)
                               -------     -------        -------     -------      -------        -----       ------     -------- 
Increase (Decrease) in Net 
  Assets During the Year         3,729       7,541          5,333       8,851       12,147         (150)       2,496       39,947

Net Assets Available 
  for Benefits:

  Beginning of Year             18,590      30,664         11,766      21,282       13,323          599        3,791      100,015
                               -------     -------        -------     -------      -------         ----       ------     --------
  End of Year                  $22,319     $38,205        $17,099     $30,133      $25,470         $449       $6,287     $139,962
                               =======     =======        =======     =======      =======         ====       ======     ========



                                               See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>



                                        PHELPS DODGE EMPLOYEE SAVINGS PLAN

                                           NOTES TO FINANCIAL STATEMENTS


NOTE 1 - DESCRIPTION OF PLAN

         a.       General:

                  The Phelps  Dodge  Corporation  Savings  and  Deferred  Profit
Sharing Plan (the Plan), a defined  contribution plan, was established by Phelps
Dodge Corporation (the  Corporation)  effective January 1, 1953, for the benefit
of eligible salaried employees (the  Participants).  On July 1, 1992, the Phelps
Dodge Corporation Savings Plan for Hourly Employees was merged into the Plan and
the Plan name was changed to Phelps Dodge  Employee  Savings  Plan. In June 1992
the Plan was  amended to accept the  transfer  of assets  from the Phelps  Dodge
Employee  Stock  Ownership  Plan  (ESOP) for  Participants  who  elected  such a
transfer after the termination of the ESOP on July 1, 1992.

                  The Plan is  subject  to certain  provisions  of the  Employee
Retirement Income Security Act of 1974 (ERISA).  A brief description of the Plan
is included in the following  paragraphs.  Participants should refer to the Plan
document for a complete description of Plan provisions.

         b.       Administration:

                  The Plan is sponsored by the Corporation  and  administered by
the Benefits Administration  Committee (the Committee) composed of not less than
three individuals who are appointed by the Corporation's Board of Directors.

                  Effective  May 1, 1992,  Plan assets were  transferred  from a
trust (the Trust) administered by Valley National Bank (the former Trustee) to M
& I Marshall and Ilsley Trust  Company of Arizona  (the  Trustee).  The Trust is
comprised of the following  investment funds: Money Market Fund, Interest Income
Fund,  formerly named the  Guaranteed  Investment  Contract  (GIC) Fund,  Equity
Income Fund,  Growth Stock Fund and Phelps Dodge Common Stock Fund. In addition,
certain  participants hold assets in the Occidental  Petroleum Common Stock Fund
as a result of the transfer of assets from the Columbian Chemicals Company plan.
Participant loans are held in a separate Loan Fund.

                  Fees  and  expenses  of  the  Trust,   other  than   brokerage
commissions and taxes paid in connection with security  transactions,  and other
expenses  relating to the  administration  of the Plan are currently paid by the
Corporation.

         c.       Contributions:

                  A profit sharing  contribution  made for certain  salaried and
Mercantile  hourly employee  participants by the Corporation (the Company Profit
Sharing  Contribution)  for  any  year  is  limited  to  the  lesser  of  4%  of
consolidated  net income of the Corporation or 7 1/2% of the aggregate  eligible
base pay of  Participants  and can be made only to the  extent  that it does not
reduce   consolidated   net  income  below  $1.00  ($.50  after  adjustment  for
two-for-one  stock split on June 10,  1992) per common share for such year after
provision  for payment of  preferred  and  preference  share  dividends.  Profit
sharing  contributions,  which are  included  in Employer  contributions  in the
Statement of Net Assets Available for Benefits, With Fund Information,  totalled
$8,234,000 for 1994, $7,478,000 for 1993 and $7,072,000 for 1992.

                  From July 1, 1986 to March 31, 1989, Participants were allowed
to make voluntary contributions from 1% to 10% of their base pay on an after-tax
basis  (After-tax  Contributions)  to the Plan by payroll  deduction.  Effective
April 1, 1989,  these  voluntary  After-tax  Contributions  were  eliminated and
Participants   became   eligible   to   make   pretax   contributions    (Pretax
Contributions),  subject to certain limitations, equal to 2% - 10% of their base
pay.  Pretax  Contributions  are eligible for a matching  contribution  from the
Corporation (Company Matching  Contribution) equal to 50% of the first 5% of the
base pay deferred.  Effective  January 1, 1991,  Participants  may elect to have
contributions  invested in one or more of the  investment  funds in multiples of
1%.

         d.       Distributions:

                  Participants' interests in the Trust become distributable upon
termination of their service with the Corporation or to their  beneficiaries  in
the event of their death.  The distribution may be a single lump sum or a series
of substantially equal annual,  quarterly or monthly cash installments beginning
no earlier than age 55 and continuing  over a period not to exceed 10 years,  at
the election of the Participant or beneficiary. Distributions are generally made
in cash,  although  distributions  from the Phelps  Dodge  Common Stock Fund and
Occidental  Petroleum  Stock Fund may also be made in common  shares.  Effective
January 1, 1991, the cash  distributions from these common stock funds are based
upon the market price of the shares at the end of the month prior to the time of
distribution.

                  Participants  may withdraw their After-tax  Contributions  and
earnings thereon at any time. The Plan also provides,  with certain limitations,
for hardship  withdrawals  from employee  Pretax,  Company  Matching and Company
Profit Sharing  Contributions;  however,  earnings on any of these contributions
are ineligible for hardship  withdrawal.  Hardship  withdrawals  are not granted
unless  other  financial  resources  are  not  reasonably  available,  including
after-tax  savings or a loan from the Plan. All withdrawals or distributions are
made in accordance with procedures outlined in the Plan document.

         e.       Loans:

                  Participants  may borrow amounts as provided in the Plan. Such
loans are  repayable  over a maximum of 5 years with the  exception of loans for
the purchase of a primary residence which may extend to 15 years. All loans bear
interest at market rates.

         f.       Plan Termination:

                  The  Plan  may be  amended  or  terminated  at any time by the
Corporation.  No such action may cause any portion of the Trust to revert to the
Corporation  or to be used  or  diverted  for any  purpose  other  than  for the
exclusive benefit of Participants or their beneficiaries.

         g.       Reclassification:

                  For comparative purposes, certain prior year amounts have been
reclassified to conform with the current year presentation.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

                  The  financial  statements  of the  Plan  are  presented  on a
current value basis.  The current  values of common stock and mutual fund shares
are based upon the  closing  market  price on the  valuation  date.  The current
values of the Guaranteed  Investment  Contracts are based upon their  respective
face values plus accrued  interest on the  valuation  date.  Loans are valued at
amounts advanced to participants less principal payments received.

                  Security  transactions  are  recorded  on a trade date  basis.
Expenses paid by the Plan in connection with such transactions include brokerage
commissions and taxes which are included in the cost of securities purchased and
deducted from the proceeds of securities sold. Realized gains (losses) resulting
from the sale of investments are based upon average  carrying value.  The change
in unrealized appreciation (depreciation) is determined by comparison of average
carrying  value to  current  value.  Dividend  income is  recognized  on the ex-
dividend date.  Interest  income is recognized as earned.  Employer and employee
contributions are recognized on the accrual basis.

NOTE 3 - RELATED PARTY TRANSACTIONS:

                  The  Trustee  invests  in the  Corporation's  common  stock in
accordance  with the  provisions  of the Plan.  The  following  is a summary  of
transactions in the Corporation's common stock:

                                                    Year Ended December 31,

                                                 1994         1993       1992
                                               ---------    ---------  --------
                                                         (in thousands)


Cost of shares purchased                        $8,605       $6,705      $5,714

Number of shares purchased                         149          143         129

Proceeds from shares sold                       $4,530       $3,613      $2,680

Number of shares sold                               82           80          63

Value of shares distributed                     $  397       $1,124      $1,178

Number of shares distributed                         7           24          27


NOTE 4 - TAX STATUS:

                  The Internal  Revenue  Service (IRS) has  determined  that the
Plan in effect prior to July 1, 1986, met the  requirements of Section 401(a) of
the  Internal  Revenue  Code and that the  earnings of the Trust are exempt from
taxation under Section 501(a) of the Code.  The  Corporation  believes that Plan
amendments  since that date will not change that status and, on March 31,  1995,
filed for a redetermination  by the IRS that the Plan, as amended,  continues to
satisfy such  requirements.  Participants are not taxed currently on their share
of Pretax,  Company Matching or Company Profit Sharing Contributions to the Plan
or on the income earned by the Trust.

NOTE 5 - TRANSFERS OF PRIOR PLAN ASSETS:

                  Effective  July 1,  1992,  the  Corporation  merged the Phelps
Dodge  Savings  Plan  for  Hourly   Employees   into  the  Plan  and  assets  of
approximately  $16,100,000  were  transferred  and  invested  as directed by the
Participants.

                  Effective  July  1,  1992,  the  Corporation   terminated  its
Employee Stock Ownership Plan and provided  participants with options to receive
a distribution or transfer those assets to the Plan.  Approximately $741,000 and
59,800  shares of Phelps  Dodge Common  Stock were  transferred  to the Plan and
invested as directed by Participants.


NOTE 6 - PARTICIPATION IN THE PLAN:

                  The  following  is a summary  of the  number  of  Participants
invested in the investment options offered by the Plan as of December 31, 1994:

     Money Market Fund                                                     2,530
     Interest Income Fund                                                  3,259
     Equity Income Fund                                                    2,810
     Growth Stock Fund                                                     3,428
     Phelps Dodge Common Stock Fund                                        2,807
     Occidental Petroleum Common Stock Fund                                   44
     Loan Fund                                                             1,984


NOTE 7 - REALIZED GAINS (LOSSES) ON INVESTMENTS:


                                                Year Ended December 31, 1994
                                                       (in thousands)

                                                                     Realized
                                                Sales    Carrying       Gains
                                             Proceeds       Value     (Losses)
Investments:
   Phelps Dodge Common Stock                 $  4,927    $  4,362    $    565
   Mutual Funds and Other Common Stocks         6,438       6,659        (221)
                                             --------    --------    --------
                                             $ 11,365    $ 11,021    $    344
                                             ========    ========    ========


                                                Year Ended December 31, 1993
                                                       (in thousands)

                                                                     Realized
                                                Sales    Carrying       Gains
                                             Proceeds       Value     (Losses)
Investments:
   Phelps Dodge Common Stock                 $  4,738    $  5,042    $   (304)
   Mutual Funds and Other Common Stocks         4,947       4,381         566
                                             --------    --------    --------
                                             $  9,685    $  9,423    $    262
                                             ========    ========    ========


                                                Year Ended December 31, 1992
                                                       (in thousands)

                                                                     Realized
                                                Sales    Carrying       Gains
                                             Proceeds       Value     (Losses)

Investments:
  Phelps Dodge Common Stock                  $  3,858    $  3,023    $    835
  Mutual Funds and Other Common Stocks          4,063       4,093         (30)
                                             --------    --------    -------- 
                                             $  7,921    $  7,116    $    805
                                             ========    ========    ========




NOTE 8 - INVESTMENT IN GUARANTEED INVESTMENT CONTRACTS:

         On August  12,  1994,  Canadian  and U.S.  Government  regulators  took
control of  Confederation  Life Insurance  Company  (Confederation).  The Plan's
Interest Income Fund assets include a Guaranteed  Investment Contract (GIC) with
Confederation.  The GIC was purchased on March 20, 1991,  with an 8.59% contract
rate of interest,  with interest paid annually on April 1 and principal  payable
at maturity, April 1, 1996. The carrying value of the GIC at the time of seizure
was $5,354,886.

         The Plan has frozen the Confederation GIC and is currently not allowing
any distributions,  withdrawals,  loans or elective investment transfers of this
portion  of  the  Interest   Income  Fund.   The  accrual  of  interest  on  the
Confederation  GIC was  discontinued  on the seizure date and the nonaccrual has
resulted in  approximately  $191,000 of interest income not being  recognized in
Statement  of  Changes  in  Net  Assets   Available  for  Benefits,   With  Fund
Information, for the year ended December 31, 1994.

The  Confederation  GIC is included in the  December  31, 1994  Statement of Net
Assets Available for Benefits, With Fund Information at the carrying value as of
the date of seizure.  Based on currently  available  information,  the Committee
does not believe that any  significant  reduction in carrying value is likely to
occur and, therefore, an impairment writedown is not necessary at this time.

<PAGE>


                                                                     SCHEDULE I
                       PHELPS DODGE EMPLOYEE SAVINGS PLAN
                            SCHEDULE OF INVESTMENTS
                               DECEMBER 31, 1994
                                 (in thousands)
NUMBER
    OF                                                                  CURRENT
SHARES            DESCRIPTION OF INVESTMENT                   COST        VALUE

               MONEY MARKET FUND
   21,237      Fidelity Money Market Fund                  $ 21,237    $ 21,237

               INTEREST INCOME FUND
               Confederation Life Insurance Company
               Guaranteed Investment Contract, 8.59%,
    5,355      matures April 1, 1996                          5,355       5,355

               Lincoln National Insurance Company
               Guaranteed Investment Contract, 8.02%,
    8,551      matures December 31, 1998                      8,551       8,551

               Peoples Security Life Insurance Company
               Guaranteed Investment Contract, 9.10%,
    4,632      matures March 31, 1995                         4,632       4,632

               Principal Mutual Insurance Company
               Guaranteed Investment Contract, 5.06%,
    3,934      matures December 31, 1999                      3,934       3,934

               Provident Life Insurance Company
               Guaranteed Investment Contract, 7.83%,
    4,780      matures March 31, 1997                         4,780       4,780

               Prudential Insurance Company
               Guaranteed Investment Contract, 6.42%,
    3,816      matures March 31, 1999                         3,816       3,816

               State Mutual Insurance Company
               Guaranteed Investment Contract, 9.09%,
    4,512      matures September 30, 1995                     4,512       4,512

               Sun Life of Canada Insurance Company
               Guaranteed Investment Contract, 5.74%,
    6,571      matures June 30, 2000                          6,571       6,571

               EQUITY INCOME FUND
      850      Fidelity Equity Income Fund                   24,427      26,095

               GROWTH STOCK FUND
      638      Fidelity Magellan Fund                        41,258      42,660

               PHELPS DODGE COMMON STOCK FUND
      608      Phelps Dodge Corporation Common Stock         25,022      37,644

               OCCIDENTAL PETROLEUM COMMON STOCK FUND
       14      Occidental Petroleum Company Common Stock        282         278

               LOAN FUND
               Loans to Participants                         10,944      10,944
                                                           --------    --------

               TOTAL INVESTMENTS                           $165,321    $181,009
                                                           ========    ========





<PAGE>



                       Consent of Independent Accountants



We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement  on Form S-8 No.  33-26442 of Phelps Dodge  Corporation  of our report
dated June 16, 1995 appearing on page 5 of this Form 11-K.





PRICE WATERHOUSE
Phoenix, Arizona
June 28, 1995




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