SCHEDULE 13G
Amendment No. 0
Phelps Dodge Corporation
common stock
Cusip # 717265102
Cusip # 717265102
Item 1: Reporting Person - FMR Corp.
Item 4: Commonwealth of Massachusetts
Item 5: 92,116
Item 6: 0
Item 7: 3,483,416
Item 8: 0
Item 9: 4,291,946
Item 11: 7.408%
Item 12: HC
Cusip # 717265102
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 4,291,946
Item 8: 0
Item 9: 4,291,946
Item 11: 7.408%
Item 12: IN
Cusip # 717265102
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 4,291,946
Item 8: 0
Item 9: 4,291,946
Item 11: 7.408%
Item 12: IN
Cusip # 717265102
Item 1: Reporting Person - Fidelity International Limited
Item 4: Bermuda
Item 5: 808,530
Item 6: 0
Item 7: 808,530
Item 8: 0
Item 9: 4,291,946
Item 11: 7.408%
Item 12: HC
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(c)
Item 1(a). Name of Issuer:
Phelps Dodge Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
2600 North Central Avenue
Phoenix, AZ 85004
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
common stock
Item 2(e). CUSIP Number:
717265102
Item 3. This statement is filed pursuant to Rule 13d-1(c).
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned:
4,291,946
(b) Percent of Class:
7.408%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
900,646
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of: 4,291,946
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Common Stock.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the
power to direct the receipt of dividends from, or
the proceeds from the sale of, the common stock of
Phelps Dodge Corporation. No one person's interest
in the common stock of Phelps Dodge Corporation is
more than five percent of the total outstanding
common stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any
transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this Schedule 13G in connection with
FMR Corp.'s beneficial ownership of the common stock
of Phelps Dodge Corporation at May 7, 1999 is true,
complete and correct.
May 11, 1999
Date
Signature
Eric D. Roiter
Duly authorized under
Power of Attorney
dated December 30, 1997,
by and on behalf
of FMR Corp. and its
direct and indirect
subsidiaries.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(c)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is the
beneficial owner of 3,309,400 shares or 5.712% of the common
stock outstanding of Phelps Dodge Corporation ("the Company") as
a result of acting as investment adviser to various investment
companies (the "funds") registered under Section 8 of the
Investment Company Act of 1940.
Edward C. Johnson 3d, FMR Corp., through its control of
Fidelity, and the funds collectively each has sole power to
dispose of the 3,309,400 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the
shares owned directly by the funds, which power resides with the
funds' Boards of Trustees. Fidelity carries out the voting of
the shares under written guidelines established by the funds'
Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR
Corp. and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, is the beneficial owner of 174,016 shares
or 0.300% of the common stock outstanding of the Company as a
result of its serving as investment manager of the institutional
account(s).
Edward C. Johnson 3d and FMR Corp., through its control of
Fidelity Management Trust Company, each has sole dispositive
power over 174,016 shares and sole power to vote or to direct the
voting of 92,116 shares.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
Corp., representing approximately 49% of the voting power of FMR
Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5%
of the aggregate outstanding voting stock of FMR Corp. Mr.
Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a
Director of FMR Corp. The Johnson family group and all other
Class B shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR
Corp.
Fidelity International Limited, Pembroke Hall, 42 Crowlane,
Hamilton, Bermuda, and various foreign-based subsidiaries provide
investment advisory and management services to a number of non-
U.S. investment companies and certain institutional investors.
Fidelity International Limited is the beneficial owner of 808,530
shares or 1.395% of the common stock outstanding of the Company.
Additional information with respect to the beneficial ownership
of Fidelity International Limited is shown on Exhibit B.
EXHIBIT to SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(c)
Pursuant to instructions in Item 7 of Schedule 13G, this
Exhibit has been prepared to identify Fidelity International
Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, a
Bermudan joint stock company incorporated for an unlimited
duration by private act of the Bermuda Legislature (FIL) and an
investment adviser to various investment companies (the
"International Funds") and certain institutional investors, as a
beneficial owner of the 808,530 shares or 1.395% of the common
stock outstanding of Phelps Dodge Corporation.
Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity Management & Research Company (Fidelity), a wholly-
owned subsidiary of FMR Corp. On that date, the shares of FIL
held by Fidelity were distributed, as a dividend, to the
shareholders of FMR Corp. FIL currently operates as an entity
independent of FMR Corp. and Fidelity. The International Funds
and FIL's other clients, with the exception of Fidelity and an
affiliated company of Fidelity, are non-U.S. entities.
A partnership controlled by Edward C. Johnson 3d and members
of his family owns shares of FIL voting stock with the right to
cast approximately 39.89% of the total votes which may be cast by
all holders of FIL voting stock. Mr. Johnson 3d is Chairman of
FMR Corp. and FIL. FMR Corp. and FIL are separate and
independent corporate entities, and their Boards of Directors are
generally composed of different individuals. Other than when one
serves as a sub adviser to the other, their investment decisions
are made independently, and their clients are generally different
organizations.
FMR Corp. and FIL are of the view that they are not acting as
a "group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934" Act) and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the shares
held by the other corporation need not be aggregated for purposes
of Section 13(d). However, FMR Corp. is making this filing on a
voluntary basis as if all of the shares are beneficially owned by
FMR Corp. and FIL on a joint basis.
FIL has sole dispositive power over 808,530 shares owned by
the International Funds. FIL has sole power to vote or direct the
voting of 808,530 shares of common stock held by the
International Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(c)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on May 11, 1999, agree and consent
to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the common stock of
Phelps Dodge Corporation at May 7, 1999.
FMR Corp.
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by and on
behalf
of FMR Corp. and its direct and
indirect
subsidiaries.
Edward C. Johnson 3d
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by and on
behalf
of Edward C. Johnson 3d.
Abigail P. Johnson
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by and on
behalf
of Abigail P. Johnson.
Fidelity Management & Research
Company
By /s/Eric D. Roiter
Eric D. Roiter
V.P. and General Counsel
