SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM 8-K

           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                             SEPTEMBER 20, 1999
              Date of Report (Date of Earliest Event Reported)


                            ASARCO INCORPORATED
           (Exact name of Registrant as specified in its charter)


      DELAWARE                       1-164             13-4924440
(State or Other Jurisdiction of  (Commission File    (IRS Employer)
Incorporation or Organization)    Number)            Identification No.)


180 MAIDEN LANE, NEW YORK, NEW YORK                              10038
(Address of Principal Executive Office)                        (Zip Code)


                               (212) 510-2000
            (Registrant's telephone number, including area code)


                               NOT APPLICABLE
       (Former Name or Former Address, if Changed Since Last Report)



ITEM 5.  OTHER EVENTS.

On September 20, 1999, Asarco Incorporated ("Asarco") filed a complaint
(the "Antitrust Complaint") in the U.S. District Court, Southern District
of New York, charging that Phelps Dodge Corporation's unsolicited takeover
attempt of Asarco and Cyprus Amax Minerals Company violates the antitrust
laws of the United States. A copy of the Antitrust Complaint is attached
hereto as Exhibit 99.1. On September 20, 1999, Asarco also issued a press
release relating to the Antitrust Complaint, a copy of which is attached
hereto as Exhibit 99.2.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (c)    Exhibits

                  99.1   Complaint filed in Asarco v. Phelps Dodge, U.S.
                         District Court, Southern District of New York,
                         September 20, 1999.

                  99.2   Press release of Asarco, dated September 20,
                         1999.


                                 SIGNATURE


               Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                            ASARCO INCORPORATED


                            By: /s/ Francis R. McAllister
                                ----------------------------
                                Name:  Francis R. McAllister
                                Title: Chairman and Chief Executive
                                       Officer


Date:  September 20, 1999


                               EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION                               PAGE NO.
-----------                -----------                               --------

99.1                       Complaint filed in Asarco v.
                           Phelps Dodge, U.S. District
                           Court, Southern District of New
                           York, September 20, 1999.

99.2                       Press release of Asarco, dated
                           September 20, 1999.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3185}]
{"company-data": {"conformed-name": "ASARCO INC", "cik": "0000007649", "assigned-sic": "3330", "irs-number": "134924440", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00164", "film-number": "99714181"}, "business-address": {"street1": "180 MAIDEN LN", "city": "NEW YORK", "state": "NY", "zip": "10038", "phone": "2125102000"}, "former-company": {"former-conformed-name": "AMERICAN SMELTING & REFINING CO", "date-changed": "19760607"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K

           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                             SEPTEMBER 20, 1999
              Date of Report (Date of Earliest Event Reported)

                            ASARCO INCORPORATED
           (Exact name of Registrant as specified in its charter)

      DELAWARE                       1-164             13-4924440
(State or Other Jurisdiction of  (Commission File    (IRS Employer)
Incorporation or Organization)    Number)            Identification No.)

180 MAIDEN LANE, NEW YORK, NEW YORK                              10038
(Address of Principal Executive Office)                        (Zip Code)

                               (212) 510-2000
            (Registrant's telephone number, including area code)

                               NOT APPLICABLE
       (Former Name or Former Address, if Changed Since Last Report)

ITEM 5.  OTHER EVENTS.

On September 20, 1999, Asarco Incorporated ("Asarco") filed a complaint
(the "Antitrust Complaint") in the U.S. District Court, Southern District
of New York, charging that Phelps Dodge Corporation's unsolicited takeover
attempt of Asarco and Cyprus Amax Minerals Company violates the antitrust
laws of the United States. A copy of the Antitrust Complaint is attached
hereto as Exhibit 99.1. On September 20, 1999, Asarco also issued a press
release relating to the Antitrust Complaint, a copy of which is attached
hereto as Exhibit 99.2.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (c)    Exhibits

                  99.1   Complaint filed in Asarco v. Phelps Dodge, U.S.
                         District Court, Southern District of New York,
                         September 20, 1999.

                  99.2   Press release of Asarco, dated September 20,
                         1999.

                                 SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                            ASARCO INCORPORATED

                            By: /s/ Francis R. McAllister
                                ----------------------------
                                Name:  Francis R. McAllister
                                Title: Chairman and Chief Executive
                                       Officer

Date:  September 20, 1999

                               EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION                               PAGE NO.
-----------                -----------                               --------

99.1                       Complaint filed in Asarco v.
                           Phelps Dodge, U.S. District
                           Court, Southern District of New
                           York, September 20, 1999.

99.2                       Press release of Asarco, dated
                           September 20, 1999.