As filed with the Securities and Exchange Commission on November 14, 1997
                                           Registration No. 333-
==============================================================================



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                --------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER

                          THE SECURITIES ACT OF 1933

                                --------------

                       Southern Peru Copper Corporation
              (Exact name of issuer as specified in its charter)

        Delaware                                            13-3849074
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification No.)


                                180 Maiden Lane
                           New York, New York 10038
                                (212) 512-2000
                   (Address of principal executive offices)

                                --------------

                                Savings Plan of
                       Southern Peru Copper Corporation
                        And Participating Subsidiaries
                       Southern Peru Copper Corporation
                          Compensation Deferral Plan

                             (Full title of plans)

                                ---------------

                         Augustus B. Kinsolving, Esq.
                                180 Maiden Lane
                           New York, New York 10038
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (212) 512-2000




                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                           Proposed                 Proposed
                                                           Maximum                   Maximum                Amount of
      Title of Securities             Amount to be       Offering Price             Aggregate             Registration
      to be Registered(1)             Registered(2)       Per Share(3)          Offering Price(3)             Fee
      -------------------             -------------      --------------         -----------------         ------------
<S>                                  <C>                <C>                  <C>                      <C>
Common Stock (par value $.01
per share)......................      93,500 shares        $16.125                 $ 1,507,688              $    457
Deferred Compensation
Obligations(4)..................         $3,000,000           100%                 $ 3,000,000              $    910

                                                                                                     Total: $  1,367

<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement shall be deemed to register, effective as of
    January 1, 1998, an indeterminate number of interests in the Savings Plan
    of Southern Peru Copper Corporation and Participating Subsidiaries.
(2) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.
(3) Estimated pursuant to Rule 457 under the Securities Act of 1933 solely for
    the purpose of computing the registration fee, based on the average of the
    high and low sale prices of the securities being registered hereby on the
    Composite Tape on November 11, 1997.
(4) The deferred compensation obligations being registered are general
    unsecured obligations of Southern Peru Copper Corporation to pay deferred
    compensation in the future to participating members of a select group of
    management or highly compensated individuals in accordance with the terms
    of the Southern Peru Copper Corporation Compensation Deferral Plan,
    effective January 1, 1998.
</TABLE>

                                    PART I

      The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

Item 1.  PLAN INFORMATION

      This information required to be provided to participants pursuant to
this Item is set forth in the relevant Prospectus for the Savings Plan of
Southern Peru Copper Corporation and Participating Subsidiaries (the "Savings
Plan") and the Southern Peru Copper Corporation Compensation Deferral Plan
(collectively, the "Plans").

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      The written statement required to be provided to participants pursuant
to this Item is set forth in the relevant Prospectuses referenced in Item 1
above.


                                    PART II

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents filed by Southern Peru Copper
Corporation (the "Company" or the "Corporation") or the Savings Plan with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (Commission
Exchange Act File Number 1-14066) are incorporated by reference herein:

               (1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 ("1996 Form 10-K").

               (2) All reports filed by the Company or the Savings Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act, since the filing of
this registration statement or, in the case of the Company, since the filing
of the 1996 Form 10-K.

               (3) The description of the Company's Common Stock, par value
$.01 per share ("Common Stock") contained in the Company's Exchange Act
Registration Statement on Form 8-A, dated November 9, 1995, including any
amendment thereto or report filed for the purposes of updating such
description.

               In addition, all documents filed by the Company or the Savings
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the respective date of filing of each such document.  Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

Item 4.  DESCRIPTION OF SECURITIES.

               (1) Not applicable, see Item 3(4) above.

               (2) The Southern Peru Copper Corporation Compensation Deferral
Plan, effective January 1, 1998 (the "Deferral Plan"), provides a select group
of management or highly compensated employees (the "Eligible Employees") of
the Company and certain of its subsidiaries (each a "Participating
Subsidiary") with the opportunity to defer the receipt of certain pre-tax cash
compensation.  The obligations of the Company under the Deferral Plan (the
"Deferred Compensation Obligations") will be general unsecured obligations of
the Company to pay deferred compensation in the future to participating
Eligible Employees (the "Participants") in accordance with the terms of the
Deferral Plan from the general assets of the Company, and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time
to time outstanding.  The Deferred Compensation Obligations will be
denominated and payable in United States dollars.

               Each Participant may elect to make salary deferrals that could
have been made under the Savings Plan (a tax-qualified plan) but for the
limitations imposed by Sections 401(a)(17) and 401(k)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), and have employer matching
contributions credited to his or her Deferral Plan account, as well as elect to
defer all or part of his or her annual eligible incentive compensation as
provided in the Deferral Plan.

               Each Participant may choose a rate of return for his or her
deferred compensation under the Deferral Plan that mirrors the rates of return
for the investment funds available under the Savings Plan other than the
Company Common Stock Fund thereunder.  Thus, while each Participant's deferred
compensation account balance under the Deferral Plan increases or decreases
based on the performance of the funds chosen, his or her account balance is
not actually invested in those funds.  Rather, the Participant's deferrals
under the Deferral Plan earn a deemed rate of return based on the performance
of the funds chosen.

               With certain exceptions, Deferred Compensation Obligations will
be paid in the year following the year after the Participant's retirement from
the Company or Participating Subsidiary unless an election is made by the
Participant at least one year prior to retirement to further defer payment.
If the Participant terminates employment with the Company or a Participating
Subsidiary prior to retirement, any amounts not yet distributed will be
distributed as soon as practicable after such termination of employment.  The
Participant may elect to receive lump sum payments or annual installments not
to exceed ten.

               No amount payable under the Deferral Plan shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, voluntary or involuntary.  Any attempt to dispose of any rights to
benefits payable under the Deferral Plan shall be void.

               The Deferred Compensation Obligations are not subject to
redemption, in whole or in part, prior to the individual payment dates
selected by the Participants, except that Participants may withdraw all or a
portion of the value of their Deferral Plan accounts under certain specified
circumstances.  The Company reserves the right to amend or terminate the
Deferral Plan at any time.

               The total amount of the Deferred Compensation Obligations are
not determinable because the amount will vary depending upon the level of
participation by Eligible Employees and the amounts of their salaries and
incentive compensation.  The duration of the Deferral Plan is indefinite.  The
Deferred Compensation Obligations are not convertible into another security of
the Company.  The Deferred Compensation Obligations will not have the benefit
of a negative pledge or any other affirmative or negative covenant on the part
of the Company.  Although the Deferral Plan is unfunded, the Deferral Plan
provides that any amounts contributed under the Deferral Plan may be held in
trust.  Wachovia Bank of North Carolina, N.A., has been appointed trustee with
respect to the assets, if any, under the Deferral Plan.  The assets of the
trust are subject to the rights of creditors of the Company or Participating
Subsidiaries, as the case may be, in the event of the Company's or applicable
Participating Subsidiary's bankruptcy or insolvency only.  Each Participant
will be responsible for acting independently with respect to, among other
things, the giving of notices, responding to any requests for consents,
waivers or amendments pertaining to the Deferred Compensation Obligations,
enforcing covenants and taking action upon a default.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

      Mr. Augustus B. Kinsolving, General Counsel of the Company, is not
eligible to participate in the Plans.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

      The Registrant's officers and directors, among others, are indemnified
under Delaware law and the Certificate of Incorporation and By-Laws of the
Registrant against claims and liabilities and reasonable expenses actually
incurred by them in connection with any claim or liability by reason of their
services in those or other capacities unless it is established that the act or
omission of the director or officer was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, or the director or officer actually received an
improper personal benefit, or in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission
was unlawful.

      Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
enables a corporation in its certificate of incorporation to eliminate or
limit the personal liability of a director for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.  The Certificate of Incorporation of the Registrant
eliminates the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.

      Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation (a "derivative action")) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.  A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation.
Section 145 of the DGCL provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.  The
Certificate of Incorporation of the Registrant provides for indemnification of
its directors and officers to the fullest extent permitted by Delaware law.

      The Registrant's By-Laws provide mandatory indemnification rights to any
officer or director of the Registrant who, by reason of the fact that he or
she is an officer or director of the Registrant, is involved in a legal
proceeding of any nature.  Such indemnification rights will include
reimbursement for expenses incurred by such officer or director in advance of
the final disposition of such proceeding in accordance with the applicable
provisions of Delaware law.  The By-Laws of the Registrant provide that the
Registrant may arrange for insurance covering such liabilities and expenses
arising from actions or omissions of a director or officer in his capacity as
a Corporate Agent as is obtainable and is reasonable and appropriate in cost
and amount.

      The Company's parent, ASARCO Incorporated ("Asarco"), has various
insurance policies insuring directors and officers of Asarco and its
subsidiaries, including directors and officers of the Company, against certain
liabilities they may incur, including liabilities under the Securities Act of
1933, as amended.  The policies provide coverage for claims not reimbursed by
Asarco or the Company up to an aggregate limit of $75 million without
deductible.  For claims which are reimbursed by Asarco or the Company, the
policies provide coverage up to $75 million with a deductible of $1 million.
These policies remain in effect.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

Item 8.  EXHIBITS

      The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit
   No.                       Exhibit
-------                      -------

4.1          Form of Restated Certificate of Incorporation of the Company
             (incorporated by reference to Exhibit 3.3 to the Company's
             Registration Statement on Form S-4, Reg. No. 33-97790 (the "Form
             S-4")).*

4.2          Form of By-Laws of the Company (incorporated by reference to
             Exhibit 3.4 to the Form S-4).*

5.1          Opinion of Augustus B. Kinsolving as to the Deferred Compensation
             Obligations.  No Exhibit 5 opinion is being delivered with
             respect to the Common Stock as such securities will not be
             original issuance securities.

5.2          The Company undertakes that it will submit the Savings Plan and
             all amendments thereto to the Internal Revenue Service (the
             "Service") in a timely manner and that it will make all changes
             required by the Service to issue a determination letter with
             respect to the Savings Plan.

23.1         Consent of Coopers & Lybrand L.L.P., independent accountants.

23.2         Consent of Augustus B. Kinsolving (included in Exhibit 5.1).

24           Powers of Attorney.



------------
*  Incorporated by reference.


Item 9. UNDERTAKINGS

      (a)   The undersigned registrant hereby undertakes:

      (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

       (i)    To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933 (the "Securities Act");

       (ii)   To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set forth
      in the registration statement; and

       (iii)  To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

      (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

      (3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the registrant's Annual Report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act (and, where applicable, each filing of
            an employee benefit plan's Annual Report pursuant to Section 15(d)
            of the Exchange Act) that is incorporated by reference in the
            registration statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act
            and is, therefore, unenforceable.  In the event that a claim for
            indemnification against such liabilities (other than the payment
            by the registrant of expenses incurred or paid by a director,
            officer or controlling person of the registrant in the successful
            defense of any action, suit or proceeding) is asserted by such
            director, officer or controlling person in connection with the
            securities being registered, the registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public
            policy as expressed in the Act and will be governed by the final
            adjudication of such issue.


                                    EXPERTS


               The consolidated balance sheets as of December 31, 1996 and
1995 and the consolidated statements of income, retained earnings, and cash
flows for each of the three years in the period ended December 31, 1996,
incorporated by reference in this registration, have been incorporated herein
in reliance on the report of Coopers & Lybrand L.L.P. independent accounts,
given on the authority of that firm as experts in accounting and auditing.



                                  SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
14th day of November, 1997.


                                    SOUTHERN PERU COPPER CORPORATION


                                    By /s/ Charles G. Preble*
                                       -------------------------------------
                                       Charles G. Preble
                                       President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 14th day of November, 1997.



        Signature                                  Title
        ---------                                  -----

/s/ Richard de J. Osborne*                    Chairman of the Board
---------------------------                        and Director
Richard de J. Osborne

/s/ Charles G. Preble*                     President, Chief Executive
---------------------------                   Officer and Director
Charles G. Preble                         (principal executive officer)

/s/ Ronald J. O'Keefe*                    Executive Vice President and
---------------------------                  Chief Financial Officer
Ronald J. O'Keefe                          (principal financial officer)

/s/ Brendan M. O'Grady*                      Comptroller (principal
---------------------------                    accounting officer)
Brendan M. O'Grady

/s/ Everett E. Briggs*                              Director
---------------------------
Everett E. Briggs

/s/ Jaime Claro*                                    Director
---------------------------
Jaime Claro

/s/ Augustus B. Kinsolving*                         Director
---------------------------
Augustus B. Kinsolving

/s/ Francis R. McAllister*                          Director
---------------------------
Francis R. McAllister

/s/ John F. McGillicuddy*                           Director
---------------------------
John F. McGillicuddy

/s/ Kevin R. Morano*                                Director
---------------------------
Kevin R. Morano

/s/ Robert J. Muth*                                 Director
---------------------------
Robert J. Muth

/s/ Robert M. Novotny*                              Director
---------------------------
Robert M. Novotny

/s/ Robert A. Pritzker*                             Director
---------------------------
Robert A. Pritzker

/s/ Michael O. Varner*                              Director
---------------------------
Michael O. Varner

/s/ David B. Woodbury*                              Director
---------------------------
David B. Woodbury

/s/ Douglas C. Yearley*                             Director
---------------------------
Douglas C. Yearley



*BY:  /s/ Kevin R. Morano
      -----------------------------------
      (Kevin R. Morano, Attorney-in-fact)


      The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Savings Plan has duly caused this registration statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on November 14, 1997.



                                SAVINGS PLAN OF SOUTHERN PERU COPPER
                                CORPORATION AND PARTICIPATING
                                SUBSIDIARIES




                                By /s/ Kevin R. Morano
                                   ----------------------------------
                                   Kevin R. Morano
                                   Vice President




                               INDEX TO EXHIBITS


Exhibit                                                          Sequentially
Number                           Exhibit                           Numbered
-------                          ------------                        Page
                                                                 ------------

  4.1     Form of Restated Certificate of Incorporation of the        (1)
          Company (incorporated by reference to Exhibit 3.3 to
          the Company's Registration on Form S-4, Reg. No.
          33-97790 (the "Form S-4")).
  4.2     Form of By-Laws of the Company, as amended                  (1)
          (incorporated by reference to Exhibit 3.4 to the Form
          S-4).
  5.1     Opinion of Augustus B. Kinsolving as to the                 12
          Deferred Compensation Obligations.
  5.2     The Company undertakes that it will submit the
          Savings Plan and all amendments thereto to the
          Internal Revenue Service (the "Service") in a timely
          manner and that it will make all changes required by
          the Service to issue a determination letter with
          respect to the Savings Plan.
  23.1    Consent of Coopers & Lybrand L.L.P., independent            13
          accountants.
  23.2    Consent of Augustus B. Kinsolving (included in
          Exhibit 5.1).
  24      Powers of Attorney.                                         14


------------
(1)  Incorporated by reference.
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As filed with the Securities and Exchange Commission on November 14, 1997
                                           Registration No. 333-
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                --------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER

                          THE SECURITIES ACT OF 1933

                                --------------

                       Southern Peru Copper Corporation
              (Exact name of issuer as specified in its charter)

        Delaware                                            13-3849074
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                                180 Maiden Lane
                           New York, New York 10038
                                (212) 512-2000
                   (Address of principal executive offices)

                                --------------

                                Savings Plan of
                       Southern Peru Copper Corporation
                        And Participating Subsidiaries
                       Southern Peru Copper Corporation
                          Compensation Deferral Plan

                             (Full title of plans)

                                ---------------

                         Augustus B. Kinsolving, Esq.
                                180 Maiden Lane
                           New York, New York 10038
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (212) 512-2000

                        CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
                                                           Maximum                   Maximum                Amount of
      Title of Securities             Amount to be       Offering Price             Aggregate             Registration
      to be Registered(1)             Registered(2)       Per Share(3)          Offering Price(3)             Fee
      -------------------             -------------      --------------         -----------------         ------------
Common Stock (par value $.01
per share)......................      93,500 shares        $16.125                 $ 1,507,688              $    457
Deferred Compensation
Obligations(4)..................         $3,000,000           100%                 $ 3,000,000              $    910

                                                                                                     Total: $  1,367
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement shall be deemed to register, effective as of
    January 1, 1998, an indeterminate number of interests in the Savings Plan
    of Southern Peru Copper Corporation and Participating Subsidiaries.
(2) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.
(3) Estimated pursuant to Rule 457 under the Securities Act of 1933 solely for
    the purpose of computing the registration fee, based on the average of the
    high and low sale prices of the securities being registered hereby on the
    Composite Tape on November 11, 1997.
(4) The deferred compensation obligations being registered are general
    unsecured obligations of Southern Peru Copper Corporation to pay deferred
    compensation in the future to participating members of a select group of
    management or highly compensated individuals in accordance with the terms
    of the Southern Peru Copper Corporation Compensation Deferral Plan,
    effective January 1, 1998.
PART I

      The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

Item 1.  PLAN INFORMATION

      This information required to be provided to participants pursuant to
this Item is set forth in the relevant Prospectus for the Savings Plan of
Southern Peru Copper Corporation and Participating Subsidiaries (the "Savings
Plan") and the Southern Peru Copper Corporation Compensation Deferral Plan
(collectively, the "Plans").

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

      The written statement required to be provided to participants pursuant
to this Item is set forth in the relevant Prospectuses referenced in Item 1
above.

                                    PART II

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents filed by Southern Peru Copper
Corporation (the "Company" or the "Corporation") or the Savings Plan with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (Commission
Exchange Act File Number 1-14066) are incorporated by reference herein:

               (1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 ("1996 Form 10-K").

               (2) All reports filed by the Company or the Savings Plan
pursuant to Section 13(a) or 15(d) of the Exchange Act, since the filing of
this registration statement or, in the case of the Company, since the filing
of the 1996 Form 10-K.

               (3) The description of the Company's Common Stock, par value
$.01 per share ("Common Stock") contained in the Company's Exchange Act
Registration Statement on Form 8-A, dated November 9, 1995, including any
amendment thereto or report filed for the purposes of updating such
description.

               In addition, all documents filed by the Company or the Savings
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the respective date of filing of each such document.  Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

Item 4.  DESCRIPTION OF SECURITIES.

               (1) Not applicable, see Item 3(4) above.

               (2) The Southern Peru Copper Corporation Compensation Deferral
Plan, effective January 1, 1998 (the "Deferral Plan"), provides a select group
of management or highly compensated employees (the "Eligible Employees") of
the Company and certain of its subsidiaries (each a "Participating
Subsidiary") with the opportunity to defer the receipt of certain pre-tax cash
compensation.  The obligations of the Company under the Deferral Plan (the
"Deferred Compensation Obligations") will be general unsecured obligations of
the Company to pay deferred compensation in the future to participating
Eligible Employees (the "Participants") in accordance with the terms of the
Deferral Plan from the general assets of the Company, and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time
to time outstanding.  The Deferred Compensation Obligations will be
denominated and payable in United States dollars.

               Each Participant may elect to make salary deferrals that could
have been made under the Savings Plan (a tax-qualified plan) but for the
limitations imposed by Sections 401(a)(17) and 401(k)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), and have employer matching
contributions credited to his or her Deferral Plan account, as well as elect to
defer all or part of his or her annual eligible incentive compensation as
provided in the Deferral Plan.

               Each Participant may choose a rate of return for his or her
deferred compensation under the Deferral Plan that mirrors the rates of return
for the investment funds available under the Savings Plan other than the
Company Common Stock Fund thereunder.  Thus, while each Participant's deferred
compensation account balance under the Deferral Plan increases or decreases
based on the performance of the funds chosen, his or her account balance is
not actually invested in those funds.  Rather, the Participant's deferrals
under the Deferral Plan earn a deemed rate of return based on the performance
of the funds chosen.

               With certain exceptions, Deferred Compensation Obligations will
be paid in the year following the year after the Participant's retirement from
the Company or Participating Subsidiary unless an election is made by the
Participant at least one year prior to retirement to further defer payment.
If the Participant terminates employment with the Company or a Participating
Subsidiary prior to retirement, any amounts not yet distributed will be
distributed as soon as practicable after such termination of employment.  The
Participant may elect to receive lump sum payments or annual installments not
to exceed ten.

               No amount payable under the Deferral Plan shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, voluntary or involuntary.  Any attempt to dispose of any rights to
benefits payable under the Deferral Plan shall be void.

               The Deferred Compensation Obligations are not subject to
redemption, in whole or in part, prior to the individual payment dates
selected by the Participants, except that Participants may withdraw all or a
portion of the value of their Deferral Plan accounts under certain specified
circumstances.  The Company reserves the right to amend or terminate the
Deferral Plan at any time.

               The total amount of the Deferred Compensation Obligations are
not determinable because the amount will vary depending upon the level of
participation by Eligible Employees and the amounts of their salaries and
incentive compensation.  The duration of the Deferral Plan is indefinite.  The
Deferred Compensation Obligations are not convertible into another security of
the Company.  The Deferred Compensation Obligations will not have the benefit
of a negative pledge or any other affirmative or negative covenant on the part
of the Company.  Although the Deferral Plan is unfunded, the Deferral Plan
provides that any amounts contributed under the Deferral Plan may be held in
trust.  Wachovia Bank of North Carolina, N.A., has been appointed trustee with
respect to the assets, if any, under the Deferral Plan.  The assets of the
trust are subject to the rights of creditors of the Company or Participating
Subsidiaries, as the case may be, in the event of the Company's or applicable
Participating Subsidiary's bankruptcy or insolvency only.  Each Participant
will be responsible for acting independently with respect to, among other
things, the giving of notices, responding to any requests for consents,
waivers or amendments pertaining to the Deferred Compensation Obligations,
enforcing covenants and taking action upon a default.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

      Mr. Augustus B. Kinsolving, General Counsel of the Company, is not
eligible to participate in the Plans.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

      The Registrant's officers and directors, among others, are indemnified
under Delaware law and the Certificate of Incorporation and By-Laws of the
Registrant against claims and liabilities and reasonable expenses actually
incurred by them in connection with any claim or liability by reason of their
services in those or other capacities unless it is established that the act or
omission of the director or officer was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, or the director or officer actually received an
improper personal benefit, or in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission
was unlawful.

      Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
enables a corporation in its certificate of incorporation to eliminate or
limit the personal liability of a director for violations of the director's
fiduciary duty, except (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.  The Certificate of Incorporation of the Registrant
eliminates the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.

      Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation (a "derivative action")) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.  A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation.
Section 145 of the DGCL provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.  The
Certificate of Incorporation of the Registrant provides for indemnification of
its directors and officers to the fullest extent permitted by Delaware law.

      The Registrant's By-Laws provide mandatory indemnification rights to any
officer or director of the Registrant who, by reason of the fact that he or
she is an officer or director of the Registrant, is involved in a legal
proceeding of any nature.  Such indemnification rights will include
reimbursement for expenses incurred by such officer or director in advance of
the final disposition of such proceeding in accordance with the applicable
provisions of Delaware law.  The By-Laws of the Registrant provide that the
Registrant may arrange for insurance covering such liabilities and expenses
arising from actions or omissions of a director or officer in his capacity as
a Corporate Agent as is obtainable and is reasonable and appropriate in cost
and amount.

      The Company's parent, ASARCO Incorporated ("Asarco"), has various
insurance policies insuring directors and officers of Asarco and its
subsidiaries, including directors and officers of the Company, against certain
liabilities they may incur, including liabilities under the Securities Act of
1933, as amended.  The policies provide coverage for claims not reimbursed by
Asarco or the Company up to an aggregate limit of $75 million without
deductible.  For claims which are reimbursed by Asarco or the Company, the
policies provide coverage up to $75 million with a deductible of $1 million.
These policies remain in effect.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

Item 8.  EXHIBITS

      The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit
   No.                       Exhibit
-------                      -------

4.1          Form of Restated Certificate of Incorporation of the Company
             (incorporated by reference to Exhibit 3.3 to the Company's
             Registration Statement on Form S-4, Reg. No. 33-97790 (the "Form
             S-4")).*

4.2          Form of By-Laws of the Company (incorporated by reference to
             Exhibit 3.4 to the Form S-4).*

5.1          Opinion of Augustus B. Kinsolving as to the Deferred Compensation
             Obligations.  No Exhibit 5 opinion is being delivered with
             respect to the Common Stock as such securities will not be
             original issuance securities.

5.2          The Company undertakes that it will submit the Savings Plan and
             all amendments thereto to the Internal Revenue Service (the
             "Service") in a timely manner and that it will make all changes
             required by the Service to issue a determination letter with
             respect to the Savings Plan.

23.1         Consent of Coopers & Lybrand L.L.P., independent accountants.

23.2         Consent of Augustus B. Kinsolving (included in Exhibit 5.1).

24           Powers of Attorney.

------------
*  Incorporated by reference.

Item 9. UNDERTAKINGS

      (a)   The undersigned registrant hereby undertakes:

      (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

       (i)    To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933 (the "Securities Act");

       (ii)   To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set forth
      in the registration statement; and

       (iii)  To include any material information with respect to the plan of
      distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

      (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

      (3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the registrant's Annual Report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act (and, where applicable, each filing of
            an employee benefit plan's Annual Report pursuant to Section 15(d)
            of the Exchange Act) that is incorporated by reference in the
            registration statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act
            and is, therefore, unenforceable.  In the event that a claim for
            indemnification against such liabilities (other than the payment
            by the registrant of expenses incurred or paid by a director,
            officer or controlling person of the registrant in the successful
            defense of any action, suit or proceeding) is asserted by such
            director, officer or controlling person in connection with the
            securities being registered, the registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public
            policy as expressed in the Act and will be governed by the final
            adjudication of such issue.

                                    EXPERTS

               The consolidated balance sheets as of December 31, 1996 and
1995 and the consolidated statements of income, retained earnings, and cash
flows for each of the three years in the period ended December 31, 1996,
incorporated by reference in this registration, have been incorporated herein
in reliance on the report of Coopers & Lybrand L.L.P. independent accounts,
given on the authority of that firm as experts in accounting and auditing.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
14th day of November, 1997.

                                    SOUTHERN PERU COPPER CORPORATION

                                    By /s/ Charles G. Preble*
                                       -------------------------------------
                                       Charles G. Preble
                                       President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 14th day of November, 1997.

        Signature                                  Title
        ---------                                  -----

/s/ Richard de J. Osborne*                    Chairman of the Board
---------------------------                        and Director
Richard de J. Osborne

/s/ Charles G. Preble*                     President, Chief Executive
---------------------------                   Officer and Director
Charles G. Preble                         (principal executive officer)

/s/ Ronald J. O'Keefe*                    Executive Vice President and
---------------------------                  Chief Financial Officer
Ronald J. O'Keefe                          (principal financial officer)

/s/ Brendan M. O'Grady*                      Comptroller (principal
---------------------------                    accounting officer)
Brendan M. O'Grady

/s/ Everett E. Briggs*                              Director
---------------------------
Everett E. Briggs

/s/ Jaime Claro*                                    Director
---------------------------
Jaime Claro

/s/ Augustus B. Kinsolving*                         Director
---------------------------
Augustus B. Kinsolving

/s/ Francis R. McAllister*                          Director
---------------------------
Francis R. McAllister

/s/ John F. McGillicuddy*                           Director
---------------------------
John F. McGillicuddy

/s/ Kevin R. Morano*                                Director
---------------------------
Kevin R. Morano

/s/ Robert J. Muth*                                 Director
---------------------------
Robert J. Muth

/s/ Robert M. Novotny*                              Director
---------------------------
Robert M. Novotny

/s/ Robert A. Pritzker*                             Director
---------------------------
Robert A. Pritzker

/s/ Michael O. Varner*                              Director
---------------------------
Michael O. Varner

/s/ David B. Woodbury*                              Director
---------------------------
David B. Woodbury

/s/ Douglas C. Yearley*                             Director
---------------------------
Douglas C. Yearley

*BY:  /s/ Kevin R. Morano
      -----------------------------------
      (Kevin R. Morano, Attorney-in-fact)

      The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Savings Plan has duly caused this registration statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on November 14, 1997.

                                SAVINGS PLAN OF SOUTHERN PERU COPPER
                                CORPORATION AND PARTICIPATING
                                SUBSIDIARIES

                                By /s/ Kevin R. Morano
                                   ----------------------------------
                                   Kevin R. Morano
                                   Vice President

                               INDEX TO EXHIBITS

Exhibit                                                          Sequentially
Number                           Exhibit                           Numbered
-------                          ------------                        Page
                                                                 ------------

  4.1     Form of Restated Certificate of Incorporation of the        (1)
          Company (incorporated by reference to Exhibit 3.3 to
          the Company's Registration on Form S-4, Reg. No.
          33-97790 (the "Form S-4")).
  4.2     Form of By-Laws of the Company, as amended                  (1)
          (incorporated by reference to Exhibit 3.4 to the Form
          S-4).
  5.1     Opinion of Augustus B. Kinsolving as to the                 12
          Deferred Compensation Obligations.
  5.2     The Company undertakes that it will submit the
          Savings Plan and all amendments thereto to the
          Internal Revenue Service (the "Service") in a timely
          manner and that it will make all changes required by
          the Service to issue a determination letter with
          respect to the Savings Plan.
  23.1    Consent of Coopers & Lybrand L.L.P., independent            13
          accountants.
  23.2    Consent of Augustus B. Kinsolving (included in
          Exhibit 5.1).
  24      Powers of Attorney.                                         14

------------
(1)  Incorporated by reference.