As filed with the Securities and Exchange Commission on January 24, 2007.
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              TECK COMINCO LIMITED
             (Exact name of registrant as specified in its charter)

                CANADA                                NOT APPLICABLE
    (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)
                     ______________________________________

                          Suite 600, 200 Burrard Street
                   Vancouver, British Columbia, Canada V6C 3L9
                                 (604) 894-8940
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)


                   Teck Cominco Limited 2001 Stock Option Plan
                            (Full title of the plan)

                              CT Corporation System
                          111 Eighth Avenue, 13th Floor
                            New York, New York 10011
                     (Name and address of agent for service)

                                 (212) 894-8940
          (Telephone number, including area code, of agent for service)
                              ____________________

<TABLE>
<CAPTION>
                                           COPIES TO:
<S>                           <C>                                    <C>
      Geofrey Meyers                      Peter Rozee                      Edwin S. Maynard
    Lang Michener LLP                 Teck Cominco Limited              Paul, Weiss, Rifkind,
 BCE Place, P.O. Box 747         Suite 600, 200 Burrard Street          Wharton & Garrison LLP
Suite 2500, 181 Bay Street    Vancouver, British Columbia, Canada    1285 Avenue of the Americas
 Toronto, Ontario, Canada                   V6C 3L9                       New York, New York
         M5J 2T7                         (604) 687-1117                       10019-6064
      (416) 360-8600                                                        (212) 373-3000
</TABLE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                                 Proposed Maximum   Proposed Maximum
          Title of               Amount to be     Offering Price   Aggregate Offering      Amount of
Securities to be Registered   Registered (1)(2)    Per Share (3)          Price        Registration Fee
-------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>               <C>                 <C>
    Class B Subordinate
       Voting Shares              6,000,000            $80.56          $483,360,000         $51,721
-------------------------------------------------------------------------------------------------------
</TABLE>
(1)  This  Registration  Statement shall, in accordance with Rule 416 under the
     Securities  Act of 1933,  as amended,  be deemed to cover such  additional
     shares as may be issued  pursuant to the  anti-dilution  provisions of the
     registrant's  2001 Stock  Option  Plan or to  otherwise  prevent  dilution
     resulting from stock splits, stock dividends or similar transactions.
(2)  Represents the maximum number of shares which may be issued under the 2001
     Stock Option Plan.
(3)  Estimated  solely for the purpose of calculating the  registration  fee in
     accordance  with Rule 457 under the  Securities  Act of 1933,  as amended,
     based on the average of the high and low prices of the Class B Subordinate
     Voting  Shares as reported  on the New York Stock  Exchange on January 19,
     2007, a date within five business days of the filing of this  Registration
     Statement.
===============================================================================
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities  Act of 1933, as amended,  and the Note to Part I
of Form S-8.







<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  filed by the Registrant  with the Securities
and  Exchange   Commission  are  hereby   incorporated  by  reference  in  this
Registration Statement:

         1.       the  Registrant's  Annual  Report on Form 40-F filed on March
                  30,  2006  and  amended  on  May  22,  2006,   including  the
                  Registrant's  audited financial  statements as at and for the
                  years ended December 31, 2005 and 2004; and

         2.       the  description of the Class B Subordinate  Voting Shares as
                  set forth in the Registrant's  Registration Statement on Form
                  8-A filed on June 19,  2006,  and any  further  amendment  or
                  report filed for the purposes of updating  such  description;
                  and

         3.       all other reports filed pursuant to Section 13(a) or 15(d) of
                  the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
                  since the end of the fiscal  year  covered by the  Registrant
                  document referred to in (1) above.

         In  addition,  all  documents  subsequently  filed  by the  Registrant
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which indicates that all securities
offered hereby have been sold or which  deregisters all of such securities then
remaining  unsold,  shall be deemed to be  incorporated  by reference into this
Registration  Statement and to be a part hereof from the date of filing of such
documents.   Any  statement  in  a  document   incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or superseded
for the purposes of this registration  statement to the extent that a statement
contained herein or in any other  subsequently  filed document which also is or
deemed to be  incorporated  by reference  herein  modifies or  supersedes  such
statement.  Any 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

         The class of securities  to be offered is registered  under Section 12
of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         William P. Armstrong,  one of the  Registrant's  experts,  is a former
employee.  Mr.  Armstrong  beneficially  owns  15,000  shares of  common  stock
issuable  upon exercise of stock options which he acquired when employed by the
Registrant.

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the CANADA BUSINESS  CORPORATIONS ACT (the "CBCA"),  Teck Cominco Limited
("Teck  Cominco") may indemnify a present or former director or officer of Teck
Cominco or another individual who acts or acted at Teck Cominco 's request as a
director or officer, or an individual acting in a similar capacity,  of another
entity,  against all costs,  charges and expenses,  including an amount paid to
settle an action or satisfy a judgment,  reasonably  incurred by the individual
in respect  of any  civil,  criminal,  administrative,  investigative  or other
proceeding in which the individual is involved because of that association with
Teck Cominco or the other entity.  Teck Cominco may not indemnify an individual
unless the individual  acted honestly and in good faith with a view to the best
interests of Teck Cominco, or, as the case may be, to the best interests of the
other  entity for which the  individual  acted as a director or officer or in a
similar  capacity  at Teck  Cominco's  request and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, the
individual  had  reasonable  grounds for believing that the conduct was lawful.
The  indemnification  may be made in connection  with a derivative  action only
with  court   approval.   The   aforementioned   individuals  are  entitled  to
indemnification  from Teck Cominco as a matter of right if they were not judged
by the  court or other  competent  authority  to have  committed  any  fault or
omitted to do anything that the individual  ought to have done and they fulfill
the conditions set out above. Teck Cominco may advance monies to the individual
for the costs,  charges and expenses of a proceeding;  however,  the individual
shall repay the moneys if the  individual  does not fulfill the  conditions set
out above.

         The by-laws of Teck Cominco  provide that,  subject to the limitations
contained  in the CBCA,  Teck shall  indemnify a director or officer,  a former
director  or  officer,  or a person  who acts or acted at Teck's  request  as a
director  or officer  of a body  corporate  of which  Teck  Cominco is or was a
shareholder  or creditor  (or a person who  undertakes  or has  undertaken  any
liability on behalf of Teck Cominco or any such body  corporate)  and his heirs
and legal representatives against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment,  reasonably  incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he was made a party by  reason  of being or  having  been a  director  or
officer of Teck  Cominco or such body  corporate,  if he acted  honestly and in
good faith with a view to the best  interests  of the  corporation,  and in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty,  he had reasonable grounds for believing that his conduct was
lawful.  The by-laws of Teck Cominco also provide that Teck Cominco  shall also
indemnify  such a person in such  other  circumstances  as the CBCA  permits or
requires.

         The by-laws of Teck Cominco provide that Teck Cominco may,  subject to
the limitations  contained in the CBCA, purchase and maintain insurance for the
benefit of any person referred to in the foregoing paragraph.  Teck Cominco has
purchased third party director and officer liability insurance.

         Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or persons
controlling Teck Cominco pursuant to the foregoing provisions, Teck Cominco has
been  informed  that  in  the  opinion  of the  U.S.  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


<PAGE>

ITEM 8.  EXHIBITS

EXHIBIT     DESCRIPTION
-------     -----------
4.1         Certificate and Articles of  Amalgamation of Teck Cominco  Limited,
            incorporated by reference to Exhibit 3.1 to Form 8-A filed June 19,
            2006

4.2         By-Laws effective June 8, 2000 and confirmed by the shareholders of
            the  Corporation  on April 25, 2001,  incorporated  by reference to
            Exhibit 3.2 to Form 8-A filed June 19, 2006

5.1         Opinion of Lang Michener LLP, counsel to the Registrant,  regarding
            the legality of the securities being registered hereby

23.1        Consent of PricewaterhouseCoopers LLP

23.2        Consent of Lang Michener LLP,  counsel to the Registrant  (included
            in Exhibit 5.1)

23.3        Consent of William P. Armstrong, P. Eng.

23.4        Consent of Dan Gurtler, AIMM

23.5        Consent of Colin McKenny, P. Geol.

23.6        Consent of GLJ Petroleum Consultants Ltd.

24.1        Powers  of  Attorney  (included  on the  signature  pages  to  this
            registration statement)


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 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;

                  (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

<PAGE>

                  (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  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 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.





<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act,  Teck  Cominco
Limited  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 Vancouver in the Province of British Columbia,
Canada, on January 23, 2007.

                                             TECK COMINCO LIMITED

                                             By: /s/ G. Len Manuel
                                                 ------------------------------
                                                 Name:   G. Len Manuel
                                                 Title:  Senior Vice President,
                                                         General Counsel

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below hereby  constitutes  and
appoints Donald R. Lindsay and Ronald A. Millos,  and each of them, any of whom
may act without the joinder of the other, the true and lawful  attorney-in-fact
and  agent  of  the   undersigned,   with  full  power  of   substitution   and
resubstitution, for and in the name, place and stead of the undersigned, in any
and all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  including post-effective amendments, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with the
Securities and Exchange Commission,  and hereby grants to such attorney-in-fact
and agent,  full power and  authority  to do and perform each and every act and
thing  requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                               TITLE                                    DATE
---------                               -----                                    ----
<S>                                <C>                                      <C>


/s/ Norman B. Keevil
--------------------------------   Chairman and Director                    January 23, 2007
    Norman B. Keevil



/s/ Donald R. Lindsay              Chief Executive Officer, President
--------------------------------   and Director (Principal Executive        January 23, 2007
    Donald R. Lindsay              Officer)



/s/ Ronald A. Millos               Senior Vice President, Finance and
--------------------------------   Chief Financial Officer (Principal       January 23, 2007
    Ronald A. Millos               Financialand Accounting Officer)


/s/ Robert J. Wright
--------------------------------   Deputy Chairman and Director             January 23, 2007
    Robert J. Wright
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE                               TITLE                                    DATE
---------                               -----                                    ----
<S>                                <C>                                      <C>


/s/ J. Brian Aune
--------------------------------   Director                                 January 23, 2007
    J. Brian Aune


/s/ Lloyd I. Barber
--------------------------------   Director                                 January 23, 2007
    Lloyd I. Barber


/s/ Jalynn H. Bennett
--------------------------------   Director                                 January 23, 2007
    Jalynn H. Bennett


/s/ Hugh J. Bolton
--------------------------------   Director                                 January 23, 2007
    Hugh J. Bolton


/s/ Norman B. Keevil III
--------------------------------   Director                                 January 23, 2007
    Norman B. Keevil III


/s/ Takashi Kuriyama
--------------------------------   Director                                 January 23, 2007
    Takashi Kuriyama


/s/ Takuro Mochihara
--------------------------------   Director                                 January 23, 2007
    Takuro Mochihara


/s/ Derek Pannell
--------------------------------   Director                                 January 23, 2007
    Derek Pannell


/s/ Warren S. R. Seyffert
--------------------------------   Director                                 January 23, 2007
    Warren S. R. Seyffert


/s/ Keith E. Steeves
--------------------------------   Director                                 January 23, 2007
    Keith E. Steeves


/s/ Christopher M. T. Thompson
--------------------------------   Director                                 January 23, 2007
    Christopher M. T. Thompson


/s/ David A. Thompson
--------------------------------   Director                                 January 23, 2007
    David A. Thompson
</TABLE>

<PAGE>


AUTHORIZED REPRESENTATIVE

         Pursuant to the  requirements of Section 6(a) of the Securities Act of
1933, Teck Cominco American  Incorporated as the Authorized  Representative has
duly  caused  this  Registration  Statement  to be signed on its  behalf by the
undersigned,  solely in its capacity as the duly authorized  representative  of
Teck Cominco  Limited in the United  States,  in the City of Spokane,  State of
Washington on January 23, 2007.

                                         TECK COMINCO AMERICAN INCORPORATED

                                         By: /s/ C. Bruce DiLuzio
                                             ----------------------------------
                                             Name:   C. Bruce DiLuzio
                                             Title:  V.P., Law & Administration





<PAGE>

                                  EXHIBIT INDEX


EXHIBIT     DESCRIPTION
-------     -----------
4.1         Certificate and Articles of  Amalgamation of Teck Cominco  Limited,
            incorporated by reference to Exhibit 3.1 to Form 8-A filed June 19,
            2006

4.2         By-Laws effective June 8, 2000 and confirmed by the shareholders of
            the  Corporation  on April 25, 2001,  incorporated  by reference to
            Exhibit 3.2 to Form 8-A filed June 19, 2006

5.1         Opinion of Lang Michener LLP, counsel to the Registrant,  regarding
            the legality of the securities being registered hereby

23.1        Consent of PricewaterhouseCoopers LLP

23.2        Consent of Lang Michener LLP,  counsel to the Registrant  (included
            in Exhibit 5.1)

23.3        Consent of William P. Armstrong, P. Eng.

23.4        Consent of Dan Gurtler, AIMM

23.5        Consent of Colin McKenny, P. Geol.

23.6        Consent of GLJ Petroleum Consultants Ltd.

24.1        Powers  of  Attorney  (included  on the  signature  pages  to  this
            registration statement)
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22551}]
{"company-data": {"conformed-name": "TECK COMINCO LTD", "cik": "0000886986", "assigned-sic": "1400", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140184", "film-number": "07550066"}, "business-address": {"street1": "200 BURRARD STREET STE 600", "street2": "VANCOUVER BRITISH COLUMBIA CANADA", "city": "V6C 3L9", "state": "A1", "phone": "604 687 1117"}, "mail-address": {"street1": "200 BURRARD ST STE 600", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 3L9", "state": "A1", "zip": "00000"}}
As filed with the Securities and Exchange Commission on January 24, 2007.
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              TECK COMINCO LIMITED
             (Exact name of registrant as specified in its charter)

                CANADA                                NOT APPLICABLE
    (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)
                     ______________________________________

                          Suite 600, 200 Burrard Street
                   Vancouver, British Columbia, Canada V6C 3L9
                                 (604) 894-8940
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                   Teck Cominco Limited 2001 Stock Option Plan
                            (Full title of the plan)

                              CT Corporation System
                          111 Eighth Avenue, 13th Floor
                            New York, New York 10011
                     (Name and address of agent for service)

                                 (212) 894-8940
          (Telephone number, including area code, of agent for service)
                              ____________________
COPIES TO:
Geofrey Meyers                      Peter Rozee                      Edwin S. Maynard
    Lang Michener LLP                 Teck Cominco Limited              Paul, Weiss, Rifkind,
 BCE Place, P.O. Box 747         Suite 600, 200 Burrard Street          Wharton & Garrison LLP
Suite 2500, 181 Bay Street    Vancouver, British Columbia, Canada    1285 Avenue of the Americas
 Toronto, Ontario, Canada                   V6C 3L9                       New York, New York
         M5J 2T7                         (604) 687-1117                       10019-6064
      (416) 360-8600                                                        (212) 373-3000
CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                                 Proposed Maximum   Proposed Maximum
          Title of               Amount to be     Offering Price   Aggregate Offering      Amount of
Securities to be Registered   Registered (1)(2)    Per Share (3)          Price        Registration Fee
-------------------------------------------------------------------------------------------------------
Class B Subordinate
       Voting Shares              6,000,000            $80.56          $483,360,000         $51,721
-------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement shall, in accordance with Rule 416 under the
     Securities  Act of 1933,  as amended,  be deemed to cover such  additional
     shares as may be issued  pursuant to the  anti-dilution  provisions of the
     registrant's  2001 Stock  Option  Plan or to  otherwise  prevent  dilution
     resulting from stock splits, stock dividends or similar transactions.
(2)  Represents the maximum number of shares which may be issued under the 2001
     Stock Option Plan.
(3)  Estimated  solely for the purpose of calculating the  registration  fee in
     accordance  with Rule 457 under the  Securities  Act of 1933,  as amended,
     based on the average of the high and low prices of the Class B Subordinate
     Voting  Shares as reported  on the New York Stock  Exchange on January 19,
     2007, a date within five business days of the filing of this  Registration
     Statement.
===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities  Act of 1933, as amended,  and the Note to Part I
of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  filed by the Registrant  with the Securities
and  Exchange   Commission  are  hereby   incorporated  by  reference  in  this
Registration Statement:

         1.       the  Registrant's  Annual  Report on Form 40-F filed on March
                  30,  2006  and  amended  on  May  22,  2006,   including  the
                  Registrant's  audited financial  statements as at and for the
                  years ended December 31, 2005 and 2004; and

         2.       the  description of the Class B Subordinate  Voting Shares as
                  set forth in the Registrant's  Registration Statement on Form
                  8-A filed on June 19,  2006,  and any  further  amendment  or
                  report filed for the purposes of updating  such  description;
                  and

         3.       all other reports filed pursuant to Section 13(a) or 15(d) of
                  the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
                  since the end of the fiscal  year  covered by the  Registrant
                  document referred to in (1) above.

         In  addition,  all  documents  subsequently  filed  by the  Registrant
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which indicates that all securities
offered hereby have been sold or which  deregisters all of such securities then
remaining  unsold,  shall be deemed to be  incorporated  by reference into this
Registration  Statement and to be a part hereof from the date of filing of such
documents.   Any  statement  in  a  document   incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or superseded
for the purposes of this registration  statement to the extent that a statement
contained herein or in any other  subsequently  filed document which also is or
deemed to be  incorporated  by reference  herein  modifies or  supersedes  such
statement.  Any 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

         The class of securities  to be offered is registered  under Section 12
of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         William P. Armstrong,  one of the  Registrant's  experts,  is a former
employee.  Mr.  Armstrong  beneficially  owns  15,000  shares of  common  stock
issuable  upon exercise of stock options which he acquired when employed by the
Registrant.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the CANADA BUSINESS  CORPORATIONS ACT (the "CBCA"),  Teck Cominco Limited
("Teck  Cominco") may indemnify a present or former director or officer of Teck
Cominco or another individual who acts or acted at Teck Cominco 's request as a
director or officer, or an individual acting in a similar capacity,  of another
entity,  against all costs,  charges and expenses,  including an amount paid to
settle an action or satisfy a judgment,  reasonably  incurred by the individual
in respect  of any  civil,  criminal,  administrative,  investigative  or other
proceeding in which the individual is involved because of that association with
Teck Cominco or the other entity.  Teck Cominco may not indemnify an individual
unless the individual  acted honestly and in good faith with a view to the best
interests of Teck Cominco, or, as the case may be, to the best interests of the
other  entity for which the  individual  acted as a director or officer or in a
similar  capacity  at Teck  Cominco's  request and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, the
individual  had  reasonable  grounds for believing that the conduct was lawful.
The  indemnification  may be made in connection  with a derivative  action only
with  court   approval.   The   aforementioned   individuals  are  entitled  to
indemnification  from Teck Cominco as a matter of right if they were not judged
by the  court or other  competent  authority  to have  committed  any  fault or
omitted to do anything that the individual  ought to have done and they fulfill
the conditions set out above. Teck Cominco may advance monies to the individual
for the costs,  charges and expenses of a proceeding;  however,  the individual
shall repay the moneys if the  individual  does not fulfill the  conditions set
out above.

         The by-laws of Teck Cominco  provide that,  subject to the limitations
contained  in the CBCA,  Teck shall  indemnify a director or officer,  a former
director  or  officer,  or a person  who acts or acted at Teck's  request  as a
director  or officer  of a body  corporate  of which  Teck  Cominco is or was a
shareholder  or creditor  (or a person who  undertakes  or has  undertaken  any
liability on behalf of Teck Cominco or any such body  corporate)  and his heirs
and legal representatives against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment,  reasonably  incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he was made a party by  reason  of being or  having  been a  director  or
officer of Teck  Cominco or such body  corporate,  if he acted  honestly and in
good faith with a view to the best  interests  of the  corporation,  and in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty,  he had reasonable grounds for believing that his conduct was
lawful.  The by-laws of Teck Cominco also provide that Teck Cominco  shall also
indemnify  such a person in such  other  circumstances  as the CBCA  permits or
requires.

         The by-laws of Teck Cominco provide that Teck Cominco may,  subject to
the limitations  contained in the CBCA, purchase and maintain insurance for the
benefit of any person referred to in the foregoing paragraph.  Teck Cominco has
purchased third party director and officer liability insurance.

         Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or persons
controlling Teck Cominco pursuant to the foregoing provisions, Teck Cominco has
been  informed  that  in  the  opinion  of the  U.S.  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.
ITEM 8.  EXHIBITS

EXHIBIT     DESCRIPTION
-------     -----------
4.1         Certificate and Articles of  Amalgamation of Teck Cominco  Limited,
            incorporated by reference to Exhibit 3.1 to Form 8-A filed June 19,
            2006

4.2         By-Laws effective June 8, 2000 and confirmed by the shareholders of
            the  Corporation  on April 25, 2001,  incorporated  by reference to
            Exhibit 3.2 to Form 8-A filed June 19, 2006

5.1         Opinion of Lang Michener LLP, counsel to the Registrant,  regarding
            the legality of the securities being registered hereby

23.1        Consent of PricewaterhouseCoopers LLP

23.2        Consent of Lang Michener LLP,  counsel to the Registrant  (included
            in Exhibit 5.1)

23.3        Consent of William P. Armstrong, P. Eng.

23.4        Consent of Dan Gurtler, AIMM

23.5        Consent of Colin McKenny, P. Geol.

23.6        Consent of GLJ Petroleum Consultants Ltd.

24.1        Powers  of  Attorney  (included  on the  signature  pages  to  this
            registration statement)

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 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;

                  (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  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 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act,  Teck  Cominco
Limited  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 Vancouver in the Province of British Columbia,
Canada, on January 23, 2007.

                                             TECK COMINCO LIMITED

                                             By: /s/ G. Len Manuel
                                                 ------------------------------
                                                 Name:   G. Len Manuel
                                                 Title:  Senior Vice President,
                                                         General Counsel

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below hereby  constitutes  and
appoints Donald R. Lindsay and Ronald A. Millos,  and each of them, any of whom
may act without the joinder of the other, the true and lawful  attorney-in-fact
and  agent  of  the   undersigned,   with  full  power  of   substitution   and
resubstitution, for and in the name, place and stead of the undersigned, in any
and all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  including post-effective amendments, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with the
Securities and Exchange Commission,  and hereby grants to such attorney-in-fact
and agent,  full power and  authority  to do and perform each and every act and
thing  requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                               TITLE                                    DATE
---------                               -----                                    ----
/s/ Norman B. Keevil
--------------------------------   Chairman and Director                    January 23, 2007
    Norman B. Keevil

/s/ Donald R. Lindsay              Chief Executive Officer, President
--------------------------------   and Director (Principal Executive        January 23, 2007
    Donald R. Lindsay              Officer)

/s/ Ronald A. Millos               Senior Vice President, Finance and
--------------------------------   Chief Financial Officer (Principal       January 23, 2007
    Ronald A. Millos               Financialand Accounting Officer)

/s/ Robert J. Wright
--------------------------------   Deputy Chairman and Director             January 23, 2007
    Robert J. Wright
SIGNATURE                               TITLE                                    DATE
---------                               -----                                    ----
/s/ J. Brian Aune
--------------------------------   Director                                 January 23, 2007
    J. Brian Aune

/s/ Lloyd I. Barber
--------------------------------   Director                                 January 23, 2007
    Lloyd I. Barber

/s/ Jalynn H. Bennett
--------------------------------   Director                                 January 23, 2007
    Jalynn H. Bennett

/s/ Hugh J. Bolton
--------------------------------   Director                                 January 23, 2007
    Hugh J. Bolton

/s/ Norman B. Keevil III
--------------------------------   Director                                 January 23, 2007
    Norman B. Keevil III

/s/ Takashi Kuriyama
--------------------------------   Director                                 January 23, 2007
    Takashi Kuriyama

/s/ Takuro Mochihara
--------------------------------   Director                                 January 23, 2007
    Takuro Mochihara

/s/ Derek Pannell
--------------------------------   Director                                 January 23, 2007
    Derek Pannell

/s/ Warren S. R. Seyffert
--------------------------------   Director                                 January 23, 2007
    Warren S. R. Seyffert

/s/ Keith E. Steeves
--------------------------------   Director                                 January 23, 2007
    Keith E. Steeves

/s/ Christopher M. T. Thompson
--------------------------------   Director                                 January 23, 2007
    Christopher M. T. Thompson

/s/ David A. Thompson
--------------------------------   Director                                 January 23, 2007
    David A. Thompson
AUTHORIZED REPRESENTATIVE

         Pursuant to the  requirements of Section 6(a) of the Securities Act of
1933, Teck Cominco American  Incorporated as the Authorized  Representative has
duly  caused  this  Registration  Statement  to be signed on its  behalf by the
undersigned,  solely in its capacity as the duly authorized  representative  of
Teck Cominco  Limited in the United  States,  in the City of Spokane,  State of
Washington on January 23, 2007.

                                         TECK COMINCO AMERICAN INCORPORATED

                                         By: /s/ C. Bruce DiLuzio
                                             ----------------------------------
                                             Name:   C. Bruce DiLuzio
                                             Title:  V.P., Law & Administration
EXHIBIT INDEX

EXHIBIT     DESCRIPTION
-------     -----------
4.1         Certificate and Articles of  Amalgamation of Teck Cominco  Limited,
            incorporated by reference to Exhibit 3.1 to Form 8-A filed June 19,
            2006

4.2         By-Laws effective June 8, 2000 and confirmed by the shareholders of
            the  Corporation  on April 25, 2001,  incorporated  by reference to
            Exhibit 3.2 to Form 8-A filed June 19, 2006

5.1         Opinion of Lang Michener LLP, counsel to the Registrant,  regarding
            the legality of the securities being registered hereby

23.1        Consent of PricewaterhouseCoopers LLP

23.2        Consent of Lang Michener LLP,  counsel to the Registrant  (included
            in Exhibit 5.1)

23.3        Consent of William P. Armstrong, P. Eng.

23.4        Consent of Dan Gurtler, AIMM

23.5        Consent of Colin McKenny, P. Geol.

23.6        Consent of GLJ Petroleum Consultants Ltd.

24.1        Powers  of  Attorney  (included  on the  signature  pages  to  this
            registration statement)