Exhibit 15





PRICE WATERHOUSE LLP



November 6, 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 October 9, 1996 (issued pursuant to the provisions of Statements on
Auditing  Standards  No.  71)  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