AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 2004
                                            REGISTRATION NO.  333-___________

==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

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

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

                   ONTARIO                         NOT APPLICABLE
       (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)

                       NORANDA INC. STOCK OPTION PLAN
                         (Full title of the plans)

             CT CORPORATION SYSTEM, 111 8TH AVENUE, 13TH FLOOR
                  NEW YORK, NEW YORK 10011 (212) 894-8700
 (Name, address, and telephone number of agent for service in the United States)

<PAGE>

<TABLE>
                                          CALCULATION OF REGISTRATION FEE

<CAPTION>
======================================================= ================ =================== ================== =================
                                                                          PROPOSED MAXIMUM    PROPOSED MAXIMUM
                  TITLE OF SECURITIES                    AMOUNT TO BE      OFFERING PRICE         AGGREGATE         AMOUNT OF
                    TO BE REGISTERED                    REGISTERED (1)     PER SHARE (2)       OFFERING PRICE   REGISTRATION FEE
------------------------------------------------------- ---------------- ------------------- ------------------ -----------------
<S>                                                        <C>                 <C>              <C>                 <C>
Common shares, without par value (the "Common Shares")     3,000,000           $16.70           $50,100,000         $6,347.67
                                                            shares
------------------------------------------------------- ---------------- ------------------- ------------------ -----------------
<FN>

(1)  Represents  additional  shares  issuable  under options that have been
     granted  (at  exercise  prices not in excess of the  maximum  offering
     price  referred  to in (2)  below)  or that may be  granted  under the
     Noranda Inc. Stock Option Plan (the "Plan"). 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 Plan.

(2)  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 of Noranda Inc., as reported
     by the New York Stock Exchange on March 12, 2004.
</FN>
</TABLE>

<PAGE>

                              EXPLANATORY NOTE

          By a registration statement on Form S-8 filed with the Securities
and Exchange Commission (the "SEC") on June 1, 2001 (File No. 333-13582),
Noranda Inc. (the "Registrant") registered 8,927,821 Common Shares,
reserved for issuance upon the exercise of options granted or to be granted
under the Plan.

          This registration statement is being filed pursuant to
Instruction E to Form S-8 to register 3,000,000 additional Common Shares
issuable upon the exercise of options granted or to be granted under the
Plan.


                        INCORPORATION OF CONTENTS OF
                 PRIOR REGISTRATION STATEMENT BY REFERENCE

          Pursuant to Instruction E to Form S-8, except with respect to
Items 3, 4, 6 and 8 (which have each been updated and are set forth below),
the Registrant hereby incorporates by reference into this registration
statement the contents of the Registrant's registration statement on Form
S-8 (File No. 333-13582) and any post-effective amendments thereto.

             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 by the Registrant:

     o    The Annual Report of the Registrant on Form 40-F filed May 21,
          2003, which document includes the Registrant's audited financial
          statements for the fiscal year ended December 31, 2002;

     o    The unaudited interim consolidated financial statements for the
          three months ended March 31, 2003, included in the Registrant's
          press release dated April 23, 2003 relating to the Registrant's
          2003 first quarter financial results, filed with the Registrant's
          Report of Foreign Issuer on Form 6-K filed May 6, 2003, as
          amended on March 18, 2004;

     o    The unaudited interim consolidated financial statements for the
          three and six months ended June 30, 2003, included in the
          Registrant's press release dated July 25, 2003 relating to the
          Registrant's 2003 second quarter financial results, filed with
          the Registrant's Report of Foreign Issuer on Form 6-K filed
          August 5, 2003, as amended on September 11, 2003;

     o    The Registrant's Report of Foreign Issuer on Form 6-K filed
          September 11, 2003 relating to the Management Information
          Circular dated March 1, 2003 for the Registrant's annual meeting
          of shareholders held on April 23, 2003;

     o    The unaudited interim consolidated financial statements for the
          three and nine months ended September 30, 2003, included in the
          Registrant's press release re-filed on November 14, 2003 and
          dated October 23, 2003 relating to the Registrant's 2003 third
          quarter financial results, filed with the Registrant's Report of
          Foreign Issuer on Form 6-K filed December 2, 2003, as amended on
          March 18, 2004;

     o    The unaudited interim and annual consolidated financial data for
          the three months and year ended December 31, 2003, included in
          the Registrant's press release dated February 11, 2004 relating
          to the Registrant's 2003 fourth quarter and annual financial
          results, filed with the Registrant's Report of Foreign Issuer on
          Form 6-K filed March 4, 2004, as amended on March 18, 2004; and

     o    Form 8-A relating to the registration of the Registrant's common
          shares under section 12(b) of the U.S. Securities Exchange Act of
          1934.

          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 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 136 of the Business Corporations Act (Ontario) ("OBCA"),
which governs the Registrant, provides that the Registrant may indemnify a
director or officer of the Registrant, a former director or officer of the
Registrant or a person who acts or acted at the Registrant's request as a
director or officer of a body corporate of which the Registrant 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 Registrant or such body corporate, if (a) he or
she acted honestly and in good faith with a view to the best interests of
the Registrant 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
Registrant 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 Registrant 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 Registrant 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 Registrant 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 Registrant 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 Registrant under the
heading "Indemnification" provide:

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

          Indemnity of others--Except as otherwise required by the OBCA and
subject to the immediately preceding paragraph, the Registrant 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 Registrant),
by reason of the fact that he or she is or was an employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or 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 or her in connection with such action, suit
or proceeding if he or she acted honestly and in good faith with a view to
the best interests of the Registrant 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 or her 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 Registrant 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.

          Right of indemnity not exclusive--The provisions of
indemnification contained in the by-law of the Registrant 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 or her 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.

          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 Registrant 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
Registrant through the insufficiency or deficiency of title to any property
acquired by the Registrant or for or on behalf of the Registrant or for the
insufficiency or deficiency of any security in or upon which any of the
money of or belonging to the Registrant 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 Registrant 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 Registrant 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 or her failure to act honestly and in good faith
with a view to the best interests of the Registrant 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 shall be employed by or shall perform services for the
Registrant 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 Registrant, the fact of his being
a director or officer 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 Registrant 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 8.   EXHIBITS.

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

4.1*                 Noranda Inc. Stock Option Plan, as amended through
                     March 1, 2004.

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 Auditors.

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

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

<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 March 18, 2004.

                                     NORANDA INC.

                                     /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 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                                   President and Chief Executive Officer     March 18, 2004
-----------------------------------------------     and Director (Principal Executive
Derek Pannell                                       Officer)

/s/ Steven Douglas                                  Executive Vice-President and Chief        March 18, 2004
-----------------------------------------------     Financial Officer (Principal Financial
Steven Douglas                                      and Accounting Officer)

/s/ Alex G. Balogh                                  Director                                  March 18, 2004
-----------------------------------------------
Alex G. Balogh

/s/ Andre Berard                                    Director                                  March 18, 2004
-----------------------------------------------
Andre Berard

/s/ Jack L. Cockwell                                Director                                  March 18, 2004
-----------------------------------------------
Jack L. Cockwell

/s/ The Honourable J. Trevor Eyton, O.C., Q.C.      Director                                  March 18, 2004
-----------------------------------------------
The Honourable J. Trevor Eyton, O.C., Q.C.


-----------------------------------------------     Director
David Kerr

/s/ J. Bruce Flatt                                  Director                                  March 18, 2004
-----------------------------------------------
J. Bruce Flatt

/s/ A.L. Flood                                      Director                                  March 18, 2004
-----------------------------------------------
A.L. Flood


-----------------------------------------------     Director
Norman R. Gish

/s/ Robert J. Harding                               Director                                  March 18, 2004
-----------------------------------------------
Robert J. Harding

/s/ V. Maureen Kempston Darkes                      Director                                  March 18, 2004
-----------------------------------------------
V. Maureen Kempston Darkes


-----------------------------------------------     Director
James W. McCutcheon

/s/ The Honourable Frank J. McKenna                 Director                                  March 18, 2004
-----------------------------------------------
The Honourable Frank J. McKenna

/s/ George E. Myhal                                 Director                                  March 18, 2004
-----------------------------------------------
George E. Myhal

</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 18th day of March, 2004.

                                               Noranda Aluminium, Inc.

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

<PAGE>

                             INDEX TO EXHIBITS

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

4.1*                 Noranda Inc. Stock Option Plan, as amended through
                     March 1, 2004.

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 Auditors.

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

---------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22971}]
{"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": "333-113725", "film-number": "04678479"}, "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 MARCH 18, 2004
                                            REGISTRATION NO.  333-___________

==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

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

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

                   ONTARIO                         NOT APPLICABLE
       (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)

                       NORANDA INC. STOCK OPTION PLAN
                         (Full title of the plans)

             CT CORPORATION SYSTEM, 111 8TH 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
                  TITLE OF SECURITIES                    AMOUNT TO BE      OFFERING PRICE         AGGREGATE         AMOUNT OF
                    TO BE REGISTERED                    REGISTERED (1)     PER SHARE (2)       OFFERING PRICE   REGISTRATION FEE
------------------------------------------------------- ---------------- ------------------- ------------------ -----------------
Common shares, without par value (the "Common Shares")     3,000,000           $16.70           $50,100,000         $6,347.67
                                                            shares
------------------------------------------------------- ---------------- ------------------- ------------------ -----------------
(1)  Represents  additional  shares  issuable  under options that have been
     granted  (at  exercise  prices not in excess of the  maximum  offering
     price  referred  to in (2)  below)  or that may be  granted  under the
     Noranda Inc. Stock Option Plan (the "Plan"). 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 Plan.

(2)  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 of Noranda Inc., as reported
     by the New York Stock Exchange on March 12, 2004.
EXPLANATORY NOTE

          By a registration statement on Form S-8 filed with the Securities
and Exchange Commission (the "SEC") on June 1, 2001 (File No. 333-13582),
Noranda Inc. (the "Registrant") registered 8,927,821 Common Shares,
reserved for issuance upon the exercise of options granted or to be granted
under the Plan.

          This registration statement is being filed pursuant to
Instruction E to Form S-8 to register 3,000,000 additional Common Shares
issuable upon the exercise of options granted or to be granted under the
Plan.

                        INCORPORATION OF CONTENTS OF
                 PRIOR REGISTRATION STATEMENT BY REFERENCE

          Pursuant to Instruction E to Form S-8, except with respect to
Items 3, 4, 6 and 8 (which have each been updated and are set forth below),
the Registrant hereby incorporates by reference into this registration
statement the contents of the Registrant's registration statement on Form
S-8 (File No. 333-13582) and any post-effective amendments thereto.

             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 by the Registrant:

     o    The Annual Report of the Registrant on Form 40-F filed May 21,
          2003, which document includes the Registrant's audited financial
          statements for the fiscal year ended December 31, 2002;

     o    The unaudited interim consolidated financial statements for the
          three months ended March 31, 2003, included in the Registrant's
          press release dated April 23, 2003 relating to the Registrant's
          2003 first quarter financial results, filed with the Registrant's
          Report of Foreign Issuer on Form 6-K filed May 6, 2003, as
          amended on March 18, 2004;

     o    The unaudited interim consolidated financial statements for the
          three and six months ended June 30, 2003, included in the
          Registrant's press release dated July 25, 2003 relating to the
          Registrant's 2003 second quarter financial results, filed with
          the Registrant's Report of Foreign Issuer on Form 6-K filed
          August 5, 2003, as amended on September 11, 2003;

     o    The Registrant's Report of Foreign Issuer on Form 6-K filed
          September 11, 2003 relating to the Management Information
          Circular dated March 1, 2003 for the Registrant's annual meeting
          of shareholders held on April 23, 2003;

     o    The unaudited interim consolidated financial statements for the
          three and nine months ended September 30, 2003, included in the
          Registrant's press release re-filed on November 14, 2003 and
          dated October 23, 2003 relating to the Registrant's 2003 third
          quarter financial results, filed with the Registrant's Report of
          Foreign Issuer on Form 6-K filed December 2, 2003, as amended on
          March 18, 2004;

     o    The unaudited interim and annual consolidated financial data for
          the three months and year ended December 31, 2003, included in
          the Registrant's press release dated February 11, 2004 relating
          to the Registrant's 2003 fourth quarter and annual financial
          results, filed with the Registrant's Report of Foreign Issuer on
          Form 6-K filed March 4, 2004, as amended on March 18, 2004; and

     o    Form 8-A relating to the registration of the Registrant's common
          shares under section 12(b) of the U.S. Securities Exchange Act of
          1934.

          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 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 136 of the Business Corporations Act (Ontario) ("OBCA"),
which governs the Registrant, provides that the Registrant may indemnify a
director or officer of the Registrant, a former director or officer of the
Registrant or a person who acts or acted at the Registrant's request as a
director or officer of a body corporate of which the Registrant 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 Registrant or such body corporate, if (a) he or
she acted honestly and in good faith with a view to the best interests of
the Registrant 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
Registrant 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 Registrant 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 Registrant 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 Registrant 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 Registrant 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 Registrant under the
heading "Indemnification" provide:

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

          Indemnity of others--Except as otherwise required by the OBCA and
subject to the immediately preceding paragraph, the Registrant 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 Registrant),
by reason of the fact that he or she is or was an employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or 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 or her in connection with such action, suit
or proceeding if he or she acted honestly and in good faith with a view to
the best interests of the Registrant 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 or her 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 Registrant 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.

          Right of indemnity not exclusive--The provisions of
indemnification contained in the by-law of the Registrant 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 or her 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.

          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 Registrant 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
Registrant through the insufficiency or deficiency of title to any property
acquired by the Registrant or for or on behalf of the Registrant or for the
insufficiency or deficiency of any security in or upon which any of the
money of or belonging to the Registrant 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 Registrant 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 Registrant 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 or her failure to act honestly and in good faith
with a view to the best interests of the Registrant 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 shall be employed by or shall perform services for the
Registrant 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 Registrant, the fact of his being
a director or officer 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 Registrant 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 8.   EXHIBITS.

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

4.1*                 Noranda Inc. Stock Option Plan, as amended through
                     March 1, 2004.

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 Auditors.

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

--------------------
* Filed herewith.
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 March 18, 2004.

                                     NORANDA INC.

                                     /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 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                                   President and Chief Executive Officer     March 18, 2004
-----------------------------------------------     and Director (Principal Executive
Derek Pannell                                       Officer)

/s/ Steven Douglas                                  Executive Vice-President and Chief        March 18, 2004
-----------------------------------------------     Financial Officer (Principal Financial
Steven Douglas                                      and Accounting Officer)

/s/ Alex G. Balogh                                  Director                                  March 18, 2004
-----------------------------------------------
Alex G. Balogh

/s/ Andre Berard                                    Director                                  March 18, 2004
-----------------------------------------------
Andre Berard

/s/ Jack L. Cockwell                                Director                                  March 18, 2004
-----------------------------------------------
Jack L. Cockwell

/s/ The Honourable J. Trevor Eyton, O.C., Q.C.      Director                                  March 18, 2004
-----------------------------------------------
The Honourable J. Trevor Eyton, O.C., Q.C.

-----------------------------------------------     Director
David Kerr

/s/ J. Bruce Flatt                                  Director                                  March 18, 2004
-----------------------------------------------
J. Bruce Flatt

/s/ A.L. Flood                                      Director                                  March 18, 2004
-----------------------------------------------
A.L. Flood

-----------------------------------------------     Director
Norman R. Gish

/s/ Robert J. Harding                               Director                                  March 18, 2004
-----------------------------------------------
Robert J. Harding

/s/ V. Maureen Kempston Darkes                      Director                                  March 18, 2004
-----------------------------------------------
V. Maureen Kempston Darkes

-----------------------------------------------     Director
James W. McCutcheon

/s/ The Honourable Frank J. McKenna                 Director                                  March 18, 2004
-----------------------------------------------
The Honourable Frank J. McKenna

/s/ George E. Myhal                                 Director                                  March 18, 2004
-----------------------------------------------
George E. Myhal
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 18th day of March, 2004.

                                               Noranda Aluminium, Inc.

                                               By:  /s/ William Brooks
                                                  --------------------------
                                                  William Brooks
                                                  President
INDEX TO EXHIBITS

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

4.1*                 Noranda Inc. Stock Option Plan, as amended through
                     March 1, 2004.

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 Auditors.

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

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