Exhibit 15

                              PRICE WATERHOUSE LLP







May 9, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Ladies and Gentlemen:

We are aware that Phelps Dodge  Corporation  has  incorporated  by reference our
report dated April 11, 1996 (issued  pursuant to the provisions of Statements on
Auditing  Standards Nos. 71 and 42) in the Prospectus  constituting  part of its
Registration  Statements on Form S-3 (No. 33-44380) and Form S-8 (Nos. 33-26442,
33-6141, 33-26443, 33-29144,  33-19012, 2-67317, 33-34363, 33-34362,  33-62486).
We are also aware of our responsibilities under the Securities Act of 1933.


Yours very truly,




Price Waterhouse LLP
Phoenix, Arizona