RW 1 0001.txt REGISTRATION STATEMENT WITHDRAWAL CYPRUS AMAX MINERALS COMPANY CYPRUS AMAX FINANCE CORPORATION July 26, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Cyprus Amax Minerals Company Cyprus Amax Finance Corporation Withdrawal of Registration Statement on Form S-3 (Reg. No. 33-62145) Ladies and Gentlemen: Cyprus Amax Minerals Company and Cyprus Amax Finance Corporation (the "Registrants") hereby request, pursuant to Rule 477(a) under the Securities Act of 1933, as amended (the "'33 Act"), that the Registration Statement on Form S-3 (Reg. No. 33-62145) originally filed by the Registrants with the Securities and Exchange Commission (the "Commission") on August 25, 1995, as amended (the "Registration Statement"), be withdrawn. The Registration Statement was filed with the Commission pursuant to Rule 415 of the '33 Act. Phelps Dodge Corporation completed its acquisition of Cyprus Amax Minerals Company and its wholly owned subsidiary Cyprus Amax Finance Corporation on December 3, 1999. On that date, Cyprus Amax Minerals Company filed a Form 15 with the Commission to terminate the registration of Cyprus Amax Minerals Company under the Securities Exchange Act of 1934, as amended, and its obligation to file reports thereunder. On December 14, 1999, the New York Stock Exchange filed a notification on Form 25 with the Commission of its intention to delist and deregister Cyprus Amax Minerals Company on December 29, 1999. Consequently, the Registrants are no longer eligible to use the Registration Statement. No offers or sales have been made pursuant to the Registration Statement. Please do not hesitate to call Gregory W. Stevens at 602-234-8166 should you have any questions concerning the Registration Statement or this letter. Sincerely yours, CYPRUS AMAX MINERALS COMPANY By: /s/ Gregory W. Stevens ------------------------------------ Name: Gregory W. Stevens Title: Vice President & Treasurer CYPRUS AMAX FINANCE CORPORATION By: /s/ Gregory W. Stevens ------------------------------------ Name: Gregory W. Stevens Title: Vice President & Treasurer cc: Michael Hurwitz Securities and Exchange Commission