AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2005
                                          REGISTRATION NO.  333-___________
 ===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                              ---------------

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

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

                            FALCONBRIDGE LIMITED
                          (FORMERLY NORANDA INC.)
           (Exact name of registrant as specified in its charter)

           ONTARIO                                       98-0359144
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                      Identification Number)

                    BCE PLACE, 181 BAY STREET, SUITE 200
                  TORONTO, CANADA M5J 2T3, (416) 982-7111
            (Address of Principal Executive Offices) (Zip Code)

                             STOCK OPTION PLAN
                          LEGACY STOCK OPTION PLAN
                         (Full title of the plans)

            CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, 13TH FLOOR
                  NEW YORK, NEW YORK 10011 (212) 894-8700
                       (Name, address, and telephone
             number of agent for service in the United States)









<TABLE>
<CAPTION>

                      CALCULATION OF REGISTRATION FEE
========================================================= ================  =================== ================== =================
                                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
                  TITLE OF SECURITIES                       AMOUNT TO BE     OFFERING PRICE         AGGREGATE       REGISTRATION
                    TO BE REGISTERED                       REGISTERED (1)      PER SHARE         OFFERING PRICE        FEE(6)

--------------------------------------------------------- ----------------- ------------------- ------------------ -----------------
<S>                                                       <C>                  <C>                <C>                  <C>
Common shares, without par value (2)                      10,368,106 shares    $12.88 (3)         $134,096,055 (3)     $15,783.11
--------------------------------------------------------- -----------------  ------------------- ------------------ ----------------
Common shares, without par value (4)                       5,343,610 shares    $17.42 (5)         $ 93,085,686 (5)     $10,956.19
--------------------------------------------------------- ---------------- --------------------- ------------------ ----------------
    Total                                                                                                              $26,739.30
--------------------------------------------------------- ---------------- ------------------- ------------------ ------------------
<FN>
(1)  Includes an indeterminate number of Common Shares that may be
     issuable by reason of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 of the Securities Act of
     1933, as amended (the "Securities Act"). Also includes an
     indeterminate number of Common Shares that may become issuable as a
     result of terminated, expired or surrendered options to purchase
     Common Shares or pursuant to the antidilution provisions of the Plans.

(2)  Represents the number of Common Shares issuable upon exercise of
     options that had been granted under the Falconbridge Limited Stock
     Option Plan (the "Stock Option Plan") and the Legacy Plan (the "Legacy
     Plan", together with the Stock Option Plan, the "Plans") but had not
     yet been exercised as of June 30, 2005.

(3)  Calculated under Rule 457(h) under the Securities Act based on the
     exercise prices of outstanding options. The per share amount is the
     weighted average exercise price, which was Cdn.$16.02 on June 30, 2005,
     converted to US dollars based upon the exchange rate of US$0.8041 to
     Cdn.$1.00 on July 5, 2005.

(4)  Represents the number of Common Shares reserved for issuance under the
     Stock Option Plan and not subject to outstanding options as of July 1,
     2005.

(5)  Calculated pursuant to Rule 457(c) and (h) under the Securities Act.
     The maximum offering price per share is based upon the average of the
     high and low prices of the Common Shares, as reported by the New York
     Stock Exchange on July 1, 2005.

(6)  Noranda Inc. previously paid filing fees of U.S.$200,000 in
     connection with a Registration Statement on Form F-9 (File No.
     333-13140) initially filed on February 7, 2001 (the "2001 Registration
     Statement"). U.S.$50,000 of those filing fees became available for
     offsetting upon the deregistration in 2003 of U.S.$200,000,000 of
     unsold securities (out of the total U.S.$800,000,000 of securities
     registered under the 2001 Registration Statement). Of that
     U.S.$50,000, U.S.$48,540 was applied in connection with a Registration
     Statement on Form F-9 (File No. 333-108720) initially filed on
     September 11, 2003 (the "2003 Registration Statement"), relating to
     the registration of U.S.$600,000,000 of securities (U.S.$250,000,000
     of which remain unsold as of the date hereof and which are hereby
     deregistered). Accordingly, U.S.$21,685 of the U.S.$200,000 in filing
     fees paid in connection with the 2001 Registration Statement are now
     available for offsetting consisting of (i) U.S.$20,225 associated with
     the U.S.$250,000,000 of securities deregistered pursuant to the
     previous sentence and (ii) U.S.$1,460 of the U.S.$50,000 in filing
     fees associated with the securities deregistered in 2003 and that was
     not applied in connection with the 2003 Registration Statement.

     Pursuant to Rule 457(p) under the Securities Act of 1933, as amended,
     the Registrant is offsetting U.S.$21,685 in previously paid filing
     fees from the 2001 Registration Statement against the total filing fee
     of U.S.$26,739.30 due in connection with the filing of this
     Registration Statement. Accordingly, U.S.$5,054.30 is being paid
     herewith.
</FN>
</TABLE>


<PAGE>



                              EXPLANATORY NOTE

     Falconbridge  Limited  (the  "Registrant"  or  the  "Company")  is the
amalgamated   continuing   company   resulting   from  the  June  30,  2005
amalgamation  of  Noranda  Inc.  ("Noranda")  and the  former  Falconbridge
Limited ("Old Falconbridge").

     This registration  statement on Form S-8 relates to the issuance of up
to  15,711,716  Common Shares issuable upon the exercise of options granted
under the Plans and/or to be granted under the Stock Option Plan.


                                   PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the information  specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in
the Plans as specified  under Rule 428(b)(1)  promulgated by the Securities
and  Exchange  Commission  (the  "SEC")  under the  Securities  Act.  These
documents  are not required to be, and are not being,  filed by the Company
with  the  SEC  either  as  part of  this  Registration  Statement  or as a
prospectus or prospectus supplement pursuant to Rule 424 promulgated by the
SEC under the Securities Act. These documents,  together with the documents
incorporated  by  reference  herein  pursuant  to Item 3 of Part II of this
Registration  Statement on Form S-8, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The registration statement incorporates herein by reference the
following documents which have been filed with the SEC:

  o  The Annual Report of Noranda on Form 40-F filed March 24, 2005, which
     document includes Noranda's audited financial statements as of
     December 31, 2004 and 2003 and for each of the years then ended,
     together with the auditors' report thereon;

  o  Noranda's unaudited interim consolidated financial statements as at
     March 31, 2005, and for the three months ended March 31, 2005 and
     2004, filed with Noranda's Report of Foreign Issuer on Form 6-K filed
     May 10, 2005;

  o  Noranda's Report of Foreign Issuer on Form 6-K filed March 23, 2005
     relating to the Management Information Circular dated March 17, 2005
     for Noranda's annual meeting of shareholders held on April 16, 2005;

  o  Noranda's Reports of Foreign Issuer on Form 6-K filed March 24, May 4,
     May 6, May 10 and May 11, 2005 relating to (i) the offer by Noranda to
     acquire all of the outstanding common shares of Old Falconbridge not
     already owned by Noranda or its affiliates and/or (ii) the offer to
     exchange common shares of Noranda for Junior Preference Shares;

  o  The Joint Management Information Circular, dated June 2, 2005, of
     Noranda and Old Falconbridge relating to the Amalgamation as included
     in Noranda's and Old Falconbridge's Registration Statement on Form
     F-80 filed June 8, 2005.

  o  Noranda's Report of Foreign Issuer on Form 6-K filed June 23, 2005
     relating to the redemption of US$500 million in Junior Preference
     Shares;

  o  Falconbridge's Report of Foreign Issuer on Form 6-K filed July 1, 2005
     describing the amalgamation of Noranda and Old Falconbridge, with the
     Registrant being the amalgamated continuing company;

  o  Form 8-A of Noranda, as amended by the Registrant on July 7, 2005,
     relating to the registration of the Common Shares of the Registrant
     under section 12(b) of the U.S. Securities Exchange Act of 1934, as
     amended; and

  o  Falconbridge's Report of Foreign Issuer on Form 6-K filed July 8,
     2005 relating to, among other things, the Material Change Report as to
     the completion of the amalgamation of Noranda and Old Falconbridge,
     with the Registrant being the amalgamated continuing company.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment to this registration
statement which indicates that all of the Common Shares offered have been
sold or which deregisters all of such Common Shares then remaining unsold,
shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents.


ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL .

        None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 136 of the Business Corporations Act (Ontario) ("OBCA"), which
governs the Company, provides that the Company may indemnify a director or
officer of the Company, a former director or officer of the Company or a
person who acts or acted at the Company's request as a director or officer
of a body corporate of which the Company is or was a shareholder or
creditor and his or her 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 or her in respect of any
civil, criminal or administrative action or proceeding to which he or she
is made a party by reason of being or having been a director or officer of
the Company or such body corporate, if (a) he or she acted honestly and in
good faith with a view to the best interests of the Company and (b) in the
case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he or she had reasonable grounds for believing that
his or her conduct was lawful. The Company may, with the approval of the
Ontario Superior Court of Justice, indemnify a person referred to above in
respect of an action by or on behalf of the Company or body corporate to
procure a judgment in its favour, to which the person is made a party by
reason of being or having been a director or an officer of the Company or
body corporate, against all costs, charges and expenses reasonably incurred
by the person in connection with such action if he or she fulfills the
conditions set out in (a) and (b) above. Despite the foregoing, a person
referred to above is entitled to indemnification from the Company in
respect of all costs, charges and expenses reasonably incurred by him or
her in connection with the defense of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of being
or having been a director or officer of the Company or body corporate if
the person was substantially successful on the merits in his or her defense
of the action or proceeding and fulfills the conditions set out in (a) and
(b) above. A corporation or a person (as defined in the OBCA) referenced
above may apply to the Ontario Superior Court of Justice for an order
approving an indemnity under Section 136 and the court may so order and
make any further order it thinks fit.

     The sections of the sole By-law of the Company under the heading
"Indemnification" provide:

     25.   Indemnification of directors and officers--The Company shall
indemnify a director or officer, a former director or officer or a person
who acts or acted at the Company's request as a director or officer of a
corporation of which the Company is or was a shareholder or creditor, and
his heirs and legal representatives, to the extent permitted by the OBCA.

     26.   Indemnity of others--Except as otherwise required by the OBCA and
subject to paragraph 25, the Company may from time to time indemnify and save
harmless any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Company) by reason of the fact that he is
or was an employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, agent of or
participant in another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including legal fees), judgments, fines
and any amount actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted honestly and in good faith with
a view to the best interests of the Company and, with respect to any
criminal or administrative action or proceeding that is enforced by a
monetary penalty, had reasonable grounds for believing that his conduct was
lawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction shall not, of itself, create a presumption
that the person did not act honestly and in good faith with a view to the
best interests of the Company and, with respect to any criminal or
administrative action or proceeding that is enforced by a monetary penalty,
had no reasonable grounds for believing that his conduct was lawful.

     27.  Right of indemnity not exclusive--The provisions of
indemnification contained in the by-laws of the Company shall not be deemed
exclusive of any other rights to which any person seeking indemnification
may be entitled under any agreement, vote of shareholders or directors or
otherwise, both as to action in his official capacity and as to action in
another capacity, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall enure to the benefit of the
heirs and legal representatives of such a person.

     28.   No liability of directors or officers for certain acts, etc.--To
the extent permitted by law, no director or officer for the time being of
the Company shall be liable for the acts, receipts, neglects or defaults of
any other director or officer or employee or for joining in any receipt or
act for conformity or for any loss, damage or expense happening to the
Company through the insufficiency or deficiency of title to any property
acquired by the Company or for or on behalf of the Company or for the
insufficiency or deficiency of any security in or upon which any of the
money of or belonging to the Company shall be placed out or invested or for
any loss or damage arising from the bankruptcy, insolvency or tortious act
of any person, firm or corporation with whom or which any money, securities
or other assets belonging to the Company shall be lodged or deposited or
for any loss, conversion, misapplication or misappropriation of or any
damage resulting from any dealings with any money, securities or other
assets belonging to the Company or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall happen by or
through his failure to act honestly and in good faith with a view to the
best interests of the Company and in connection therewith to exercise the
care, diligence and skill that a reasonably prudent person would exercise
in comparable circumstances. If any director or officer of the Company
shall be employed by or shall perform services for the Company otherwise
than as a director or officer or shall be a member of a firm or a
shareholder, director or officer of a corporation which is employed by or
performs services for the Company, the fact of his being a director or
officer of the Company shall not disentitle such director or officer or
such firm or corporation, as the case may be, from receiving proper
remuneration for such services.

     Insurance policies are maintained by the Company under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with
the defense of, and certain liabilities which might be imposed as a result
of, actions, suits or proceedings to which they are parties by reason of
being or having been such directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

EXHIBIT NO.      DESCRIPTION OF EXHIBIT
-----------      ----------------------

5.1*             Opinion of McCarthy Tetrault LLP as to the legality of
                 securities offered.

23.1             Consent of McCarthy Tetrault LLP (contained in its opinion
                 filed as Exhibit 5.1).

23.2*            Consent of Ernst & Young LLP, Independent Registered Public
                 Accounting Firm.

24.1             Power of Attorney (included on the signature page of this
                 registration statement).

--------------
* Filed herewith.


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;

          (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 this registration statement.
          Notwithstanding the foregoing, any increase or decrease in volume
          of securities offered (if the total dollar value of securities
          would not exceed that which was registered) and any deviation
          from the low or high end of the estimated maximum offering range
          may be reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than 20 percent
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          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 this
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

     Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is for an offering of asset-backed
securities on Form S-1 or Form S-3, and the information required to be
included in a post-effective amendment is provided pursuant to Item 1100(c)
of Regulation AB.

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

     (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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 of 1933 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.



<PAGE>



                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Toronto, Province of Ontario,
Canada on July 12, 2005.

                                       FALCONBRIDGE LIMITED

                                       /s/ Steven Douglas
                                       ---------------------------------
                                       By:    Steven Douglas
                                       Title: Executive Vice-President and
                                              Chief Financial Officer


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek Pannell and Steven Douglas as
his or her true and lawful attorney-in-fact and agent with full powers of
substitution and resubstitution, for him or her in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to
this registration statement (including post-effective amendments) and
additional registration statements pursuant to Instruction E to Form S-8,
and any and all documents in connection therewith, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
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 in and about the
premises in order to effectuate the same, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

<TABLE>
<CAPTION>

             Signature                             Title                          Date
             ---------                             -----                          ----

<S>                                <C>                                         <C>
/s/ Derek Pannell                  Chief Executive Officer and Director        July 12, 2005
------------------------------     (Principal Executive Officer)
Derek Pannell

/s/ Steven Douglas                 Executive Vice-President and Chief          July 12, 2005
------------------------------     Financial Officer (Principal Financial
Steven Douglas                     and Accounting Officer)

/s/ Alex G. Balogh                 Director                                    July 12, 2005
------------------------------
Alex G. Balogh

/s/ Andre Berard                   Director                                    July 12, 2005
------------------------------
Andre Berard

/s/ Jack L. Cockwell               Director                                    July 12, 2005
------------------------------
Jack L. Cockwell

/s/ V. Maureen Kempston Darkes     Director                                    July 12, 2005
------------------------------
V. Maureen Kempston Darkes

/s/ J. Bruce Flatt                 Director                                    July 12, 2005
------------------------------
J. Bruce Flatt

/s/ A.L. Flood                     Director                                    July 12, 2005
------------------------------
A.L. Flood

/s/ Norman R. Gish                 Director                                    July 12, 2005
------------------------------
Norman R. Gish

/s/ Robert J. Harding              Director                                    July 12, 2005
------------------------------
Robert J. Harding

/s/ David W. Kerr                  Director                                    July 12, 2005
------------------------------
David W. Kerr

/s/ Edmund King                    Director                                    July 12, 2005
------------------------------
Edmund King

/s/ Neville Kirchmann              Director                                    July 12, 2005
------------------------------
Neville Kirchmann

/s/ James McCutcheon               Director                                    July 12, 2005
------------------------------
James McCutcheon

/s/ Mary Mogford                   Director                                    July 12, 2005
------------------------------
Mary Mogford

/s/ George Myhal                   Director                                    July 12, 2005
------------------------------
George Myhal

/s/ David Race                     Director                                    July 12, 2005
------------------------------
David Race

/s/ James Wallace                  Director                                    July 12, 2005
------------------------------
James Wallace

</TABLE>


<PAGE>





            SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE

     Pursuant to the Securities Act, as amended, the undersigned certifies
that he is the duly authorized representative of the Registrant in the
United States and has signed this registration statement or amendment
thereto, on this 12th day of July, 2005.

                                             Noranda Aluminum, Inc.

                                         By: /s/ William Brooks
                                             ----------------------------
                                             William Brooks
                                             President



<PAGE>



                             INDEX TO EXHIBITS
EXHIBIT NO.        DESCRIPTION OF EXHIBIT
-----------        ----------------------

5.1*               Opinion of McCarthy Tetrault LLP as to the legality of
                   securities offered.

23.1               Consent of McCarthy Tetrault LLP (contained in its opinion
                   filed as Exhibit 5.1).

23.2*              Consent of Ernst & Young LLP, Independent Registered Public
                   Accounting Firm.

24.1               Power of Attorney (included on the signature page of this
                   registration statement).

------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "kbs8.txt", "secsgml_size_bytes": 30376}]
{"company-data": {"conformed-name": "NORANDA INC", "cik": "0000889211", "assigned-sic": "3330", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126529", "film-number": "05949624"}, "business-address": {"street1": "BCE PLACE, 181 BAY STREET", "street2": "SUITE 200", "city": "TORONTO", "state": "A6", "zip": "M5J 2T3", "phone": "416-982-7115"}, "mail-address": {"street1": "BCE PLACE, 181 BAY STREET", "street2": "SUITE 200", "city": "TORONTO", "state": "A6", "zip": "M5J 2T3"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2005
                                          REGISTRATION NO.  333-___________
 ===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                              ---------------

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

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

                            FALCONBRIDGE LIMITED
                          (FORMERLY NORANDA INC.)
           (Exact name of registrant as specified in its charter)

           ONTARIO                                       98-0359144
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                      Identification Number)

                    BCE PLACE, 181 BAY STREET, SUITE 200
                  TORONTO, CANADA M5J 2T3, (416) 982-7111
            (Address of Principal Executive Offices) (Zip Code)

                             STOCK OPTION PLAN
                          LEGACY STOCK OPTION PLAN
                         (Full title of the plans)

            CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, 13TH FLOOR
                  NEW YORK, NEW YORK 10011 (212) 894-8700
                       (Name, address, and telephone
             number of agent for service in the United States)
CALCULATION OF REGISTRATION FEE
========================================================= ================  =================== ================== =================
                                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
                  TITLE OF SECURITIES                       AMOUNT TO BE     OFFERING PRICE         AGGREGATE       REGISTRATION
                    TO BE REGISTERED                       REGISTERED (1)      PER SHARE         OFFERING PRICE        FEE(6)

--------------------------------------------------------- ----------------- ------------------- ------------------ -----------------
Common shares, without par value (2)                      10,368,106 shares    $12.88 (3)         $134,096,055 (3)     $15,783.11
--------------------------------------------------------- -----------------  ------------------- ------------------ ----------------
Common shares, without par value (4)                       5,343,610 shares    $17.42 (5)         $ 93,085,686 (5)     $10,956.19
--------------------------------------------------------- ---------------- --------------------- ------------------ ----------------
    Total                                                                                                              $26,739.30
--------------------------------------------------------- ---------------- ------------------- ------------------ ------------------
(1)  Includes an indeterminate number of Common Shares that may be
     issuable by reason of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 of the Securities Act of
     1933, as amended (the "Securities Act"). Also includes an
     indeterminate number of Common Shares that may become issuable as a
     result of terminated, expired or surrendered options to purchase
     Common Shares or pursuant to the antidilution provisions of the Plans.

(2)  Represents the number of Common Shares issuable upon exercise of
     options that had been granted under the Falconbridge Limited Stock
     Option Plan (the "Stock Option Plan") and the Legacy Plan (the "Legacy
     Plan", together with the Stock Option Plan, the "Plans") but had not
     yet been exercised as of June 30, 2005.

(3)  Calculated under Rule 457(h) under the Securities Act based on the
     exercise prices of outstanding options. The per share amount is the
     weighted average exercise price, which was Cdn.$16.02 on June 30, 2005,
     converted to US dollars based upon the exchange rate of US$0.8041 to
     Cdn.$1.00 on July 5, 2005.

(4)  Represents the number of Common Shares reserved for issuance under the
     Stock Option Plan and not subject to outstanding options as of July 1,
     2005.

(5)  Calculated pursuant to Rule 457(c) and (h) under the Securities Act.
     The maximum offering price per share is based upon the average of the
     high and low prices of the Common Shares, as reported by the New York
     Stock Exchange on July 1, 2005.

(6)  Noranda Inc. previously paid filing fees of U.S.$200,000 in
     connection with a Registration Statement on Form F-9 (File No.
     333-13140) initially filed on February 7, 2001 (the "2001 Registration
     Statement"). U.S.$50,000 of those filing fees became available for
     offsetting upon the deregistration in 2003 of U.S.$200,000,000 of
     unsold securities (out of the total U.S.$800,000,000 of securities
     registered under the 2001 Registration Statement). Of that
     U.S.$50,000, U.S.$48,540 was applied in connection with a Registration
     Statement on Form F-9 (File No. 333-108720) initially filed on
     September 11, 2003 (the "2003 Registration Statement"), relating to
     the registration of U.S.$600,000,000 of securities (U.S.$250,000,000
     of which remain unsold as of the date hereof and which are hereby
     deregistered). Accordingly, U.S.$21,685 of the U.S.$200,000 in filing
     fees paid in connection with the 2001 Registration Statement are now
     available for offsetting consisting of (i) U.S.$20,225 associated with
     the U.S.$250,000,000 of securities deregistered pursuant to the
     previous sentence and (ii) U.S.$1,460 of the U.S.$50,000 in filing
     fees associated with the securities deregistered in 2003 and that was
     not applied in connection with the 2003 Registration Statement.

     Pursuant to Rule 457(p) under the Securities Act of 1933, as amended,
     the Registrant is offsetting U.S.$21,685 in previously paid filing
     fees from the 2001 Registration Statement against the total filing fee
     of U.S.$26,739.30 due in connection with the filing of this
     Registration Statement. Accordingly, U.S.$5,054.30 is being paid
     herewith.
EXPLANATORY NOTE

     Falconbridge  Limited  (the  "Registrant"  or  the  "Company")  is the
amalgamated   continuing   company   resulting   from  the  June  30,  2005
amalgamation  of  Noranda  Inc.  ("Noranda")  and the  former  Falconbridge
Limited ("Old Falconbridge").

     This registration  statement on Form S-8 relates to the issuance of up
to  15,711,716  Common Shares issuable upon the exercise of options granted
under the Plans and/or to be granted under the Stock Option Plan.

                                   PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the information  specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in
the Plans as specified  under Rule 428(b)(1)  promulgated by the Securities
and  Exchange  Commission  (the  "SEC")  under the  Securities  Act.  These
documents  are not required to be, and are not being,  filed by the Company
with  the  SEC  either  as  part of  this  Registration  Statement  or as a
prospectus or prospectus supplement pursuant to Rule 424 promulgated by the
SEC under the Securities Act. These documents,  together with the documents
incorporated  by  reference  herein  pursuant  to Item 3 of Part II of this
Registration  Statement on Form S-8, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The registration statement incorporates herein by reference the
following documents which have been filed with the SEC:

  o  The Annual Report of Noranda on Form 40-F filed March 24, 2005, which
     document includes Noranda's audited financial statements as of
     December 31, 2004 and 2003 and for each of the years then ended,
     together with the auditors' report thereon;

  o  Noranda's unaudited interim consolidated financial statements as at
     March 31, 2005, and for the three months ended March 31, 2005 and
     2004, filed with Noranda's Report of Foreign Issuer on Form 6-K filed
     May 10, 2005;

  o  Noranda's Report of Foreign Issuer on Form 6-K filed March 23, 2005
     relating to the Management Information Circular dated March 17, 2005
     for Noranda's annual meeting of shareholders held on April 16, 2005;

  o  Noranda's Reports of Foreign Issuer on Form 6-K filed March 24, May 4,
     May 6, May 10 and May 11, 2005 relating to (i) the offer by Noranda to
     acquire all of the outstanding common shares of Old Falconbridge not
     already owned by Noranda or its affiliates and/or (ii) the offer to
     exchange common shares of Noranda for Junior Preference Shares;

  o  The Joint Management Information Circular, dated June 2, 2005, of
     Noranda and Old Falconbridge relating to the Amalgamation as included
     in Noranda's and Old Falconbridge's Registration Statement on Form
     F-80 filed June 8, 2005.

  o  Noranda's Report of Foreign Issuer on Form 6-K filed June 23, 2005
     relating to the redemption of US$500 million in Junior Preference
     Shares;

  o  Falconbridge's Report of Foreign Issuer on Form 6-K filed July 1, 2005
     describing the amalgamation of Noranda and Old Falconbridge, with the
     Registrant being the amalgamated continuing company;

  o  Form 8-A of Noranda, as amended by the Registrant on July 7, 2005,
     relating to the registration of the Common Shares of the Registrant
     under section 12(b) of the U.S. Securities Exchange Act of 1934, as
     amended; and

  o  Falconbridge's Report of Foreign Issuer on Form 6-K filed July 8,
     2005 relating to, among other things, the Material Change Report as to
     the completion of the amalgamation of Noranda and Old Falconbridge,
     with the Registrant being the amalgamated continuing company.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment to this registration
statement which indicates that all of the Common Shares offered have been
sold or which deregisters all of such Common Shares then remaining unsold,
shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL .

        None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 136 of the Business Corporations Act (Ontario) ("OBCA"), which
governs the Company, provides that the Company may indemnify a director or
officer of the Company, a former director or officer of the Company or a
person who acts or acted at the Company's request as a director or officer
of a body corporate of which the Company is or was a shareholder or
creditor and his or her 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 or her in respect of any
civil, criminal or administrative action or proceeding to which he or she
is made a party by reason of being or having been a director or officer of
the Company or such body corporate, if (a) he or she acted honestly and in
good faith with a view to the best interests of the Company and (b) in the
case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he or she had reasonable grounds for believing that
his or her conduct was lawful. The Company may, with the approval of the
Ontario Superior Court of Justice, indemnify a person referred to above in
respect of an action by or on behalf of the Company or body corporate to
procure a judgment in its favour, to which the person is made a party by
reason of being or having been a director or an officer of the Company or
body corporate, against all costs, charges and expenses reasonably incurred
by the person in connection with such action if he or she fulfills the
conditions set out in (a) and (b) above. Despite the foregoing, a person
referred to above is entitled to indemnification from the Company in
respect of all costs, charges and expenses reasonably incurred by him or
her in connection with the defense of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of being
or having been a director or officer of the Company or body corporate if
the person was substantially successful on the merits in his or her defense
of the action or proceeding and fulfills the conditions set out in (a) and
(b) above. A corporation or a person (as defined in the OBCA) referenced
above may apply to the Ontario Superior Court of Justice for an order
approving an indemnity under Section 136 and the court may so order and
make any further order it thinks fit.

     The sections of the sole By-law of the Company under the heading
"Indemnification" provide:

     25.   Indemnification of directors and officers--The Company shall
indemnify a director or officer, a former director or officer or a person
who acts or acted at the Company's request as a director or officer of a
corporation of which the Company is or was a shareholder or creditor, and
his heirs and legal representatives, to the extent permitted by the OBCA.

     26.   Indemnity of others--Except as otherwise required by the OBCA and
subject to paragraph 25, the Company may from time to time indemnify and save
harmless any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Company) by reason of the fact that he is
or was an employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, agent of or
participant in another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including legal fees), judgments, fines
and any amount actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted honestly and in good faith with
a view to the best interests of the Company and, with respect to any
criminal or administrative action or proceeding that is enforced by a
monetary penalty, had reasonable grounds for believing that his conduct was
lawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction shall not, of itself, create a presumption
that the person did not act honestly and in good faith with a view to the
best interests of the Company and, with respect to any criminal or
administrative action or proceeding that is enforced by a monetary penalty,
had no reasonable grounds for believing that his conduct was lawful.

     27.  Right of indemnity not exclusive--The provisions of
indemnification contained in the by-laws of the Company shall not be deemed
exclusive of any other rights to which any person seeking indemnification
may be entitled under any agreement, vote of shareholders or directors or
otherwise, both as to action in his official capacity and as to action in
another capacity, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall enure to the benefit of the
heirs and legal representatives of such a person.

     28.   No liability of directors or officers for certain acts, etc.--To
the extent permitted by law, no director or officer for the time being of
the Company shall be liable for the acts, receipts, neglects or defaults of
any other director or officer or employee or for joining in any receipt or
act for conformity or for any loss, damage or expense happening to the
Company through the insufficiency or deficiency of title to any property
acquired by the Company or for or on behalf of the Company or for the
insufficiency or deficiency of any security in or upon which any of the
money of or belonging to the Company shall be placed out or invested or for
any loss or damage arising from the bankruptcy, insolvency or tortious act
of any person, firm or corporation with whom or which any money, securities
or other assets belonging to the Company shall be lodged or deposited or
for any loss, conversion, misapplication or misappropriation of or any
damage resulting from any dealings with any money, securities or other
assets belonging to the Company or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall happen by or
through his failure to act honestly and in good faith with a view to the
best interests of the Company and in connection therewith to exercise the
care, diligence and skill that a reasonably prudent person would exercise
in comparable circumstances. If any director or officer of the Company
shall be employed by or shall perform services for the Company otherwise
than as a director or officer or shall be a member of a firm or a
shareholder, director or officer of a corporation which is employed by or
performs services for the Company, the fact of his being a director or
officer of the Company shall not disentitle such director or officer or
such firm or corporation, as the case may be, from receiving proper
remuneration for such services.

     Insurance policies are maintained by the Company under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with
the defense of, and certain liabilities which might be imposed as a result
of, actions, suits or proceedings to which they are parties by reason of
being or having been such directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

EXHIBIT NO.      DESCRIPTION OF EXHIBIT
-----------      ----------------------

5.1*             Opinion of McCarthy Tetrault LLP as to the legality of
                 securities offered.

23.1             Consent of McCarthy Tetrault LLP (contained in its opinion
                 filed as Exhibit 5.1).

23.2*            Consent of Ernst & Young LLP, Independent Registered Public
                 Accounting Firm.

24.1             Power of Attorney (included on the signature page of this
                 registration statement).

--------------
* Filed herewith.

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;

          (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 this registration statement.
          Notwithstanding the foregoing, any increase or decrease in volume
          of securities offered (if the total dollar value of securities
          would not exceed that which was registered) and any deviation
          from the low or high end of the estimated maximum offering range
          may be reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than 20 percent
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          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 this
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

     Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is for an offering of asset-backed
securities on Form S-1 or Form S-3, and the information required to be
included in a post-effective amendment is provided pursuant to Item 1100(c)
of Regulation AB.

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

     (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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 of 1933 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Toronto, Province of Ontario,
Canada on July 12, 2005.

                                       FALCONBRIDGE LIMITED

                                       /s/ Steven Douglas
                                       ---------------------------------
                                       By:    Steven Douglas
                                       Title: Executive Vice-President and
                                              Chief Financial Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Derek Pannell and Steven Douglas as
his or her true and lawful attorney-in-fact and agent with full powers of
substitution and resubstitution, for him or her in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to
this registration statement (including post-effective amendments) and
additional registration statements pursuant to Instruction E to Form S-8,
and any and all documents in connection therewith, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
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 in and about the
premises in order to effectuate the same, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated.
Signature                             Title                          Date
             ---------                             -----                          ----
/s/ Derek Pannell                  Chief Executive Officer and Director        July 12, 2005
------------------------------     (Principal Executive Officer)
Derek Pannell

/s/ Steven Douglas                 Executive Vice-President and Chief          July 12, 2005
------------------------------     Financial Officer (Principal Financial
Steven Douglas                     and Accounting Officer)

/s/ Alex G. Balogh                 Director                                    July 12, 2005
------------------------------
Alex G. Balogh

/s/ Andre Berard                   Director                                    July 12, 2005
------------------------------
Andre Berard

/s/ Jack L. Cockwell               Director                                    July 12, 2005
------------------------------
Jack L. Cockwell

/s/ V. Maureen Kempston Darkes     Director                                    July 12, 2005
------------------------------
V. Maureen Kempston Darkes

/s/ J. Bruce Flatt                 Director                                    July 12, 2005
------------------------------
J. Bruce Flatt

/s/ A.L. Flood                     Director                                    July 12, 2005
------------------------------
A.L. Flood

/s/ Norman R. Gish                 Director                                    July 12, 2005
------------------------------
Norman R. Gish

/s/ Robert J. Harding              Director                                    July 12, 2005
------------------------------
Robert J. Harding

/s/ David W. Kerr                  Director                                    July 12, 2005
------------------------------
David W. Kerr

/s/ Edmund King                    Director                                    July 12, 2005
------------------------------
Edmund King

/s/ Neville Kirchmann              Director                                    July 12, 2005
------------------------------
Neville Kirchmann

/s/ James McCutcheon               Director                                    July 12, 2005
------------------------------
James McCutcheon

/s/ Mary Mogford                   Director                                    July 12, 2005
------------------------------
Mary Mogford

/s/ George Myhal                   Director                                    July 12, 2005
------------------------------
George Myhal

/s/ David Race                     Director                                    July 12, 2005
------------------------------
David Race

/s/ James Wallace                  Director                                    July 12, 2005
------------------------------
James Wallace
SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE

     Pursuant to the Securities Act, as amended, the undersigned certifies
that he is the duly authorized representative of the Registrant in the
United States and has signed this registration statement or amendment
thereto, on this 12th day of July, 2005.

                                             Noranda Aluminum, Inc.

                                         By: /s/ William Brooks
                                             ----------------------------
                                             William Brooks
                                             President
INDEX TO EXHIBITS
EXHIBIT NO.        DESCRIPTION OF EXHIBIT
-----------        ----------------------

5.1*               Opinion of McCarthy Tetrault LLP as to the legality of
                   securities offered.

23.1               Consent of McCarthy Tetrault LLP (contained in its opinion
                   filed as Exhibit 5.1).

23.2*              Consent of Ernst & Young LLP, Independent Registered Public
                   Accounting Firm.

24.1               Power of Attorney (included on the signature page of this
                   registration statement).

------------------
* Filed herewith.