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[LETTERHEAD OF PHELPS DODGE CORPORATION]
December 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Phelps Dodge Corporation
Withdrawal of Registration Statement
on Form S-4 (Reg. No. 333-86063)
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Ladies and Gentlemen:
Phelps Dodge Corporation ("Phelps Dodge") hereby requests, pursuant to
Rule 477(a) under the Securities Act of 1933, as amended, that the Registration
Statement on Form S-4 (Reg. No. 333-86063) originally filed by Phelps Dodge
with the Securities and Exchange Commission (the "Commission") on August 27,
1999, as amended (the "Registration Statement"), be withdrawn.
The Registration Statement was filed in connection with Phelps Dodge's
efforts to acquire ASARCO Incorporated ("Asarco") through an exchange offer
made to Asarco shareholders (the "Asarco Exchange Offer"). Since the
Registration Statement was filed, Asarco has been acquired by another company
(Grupo Mexico, S.A. de C.V.), and Phelps Dodge has terminated the Asarco
Exchange Offer without purchasing any Asarco shares thereunder.
Please do not hesitate to call me at (602) 234-8143 should you have any
questions concerning the Registration Statement or this letter.
Sincerely yours,
/s/ S. David Colton
cc: Stephen C. Duvall
Assistant Director
Securities and Exchange Commission
