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

                                  FORM 6-K

             REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
                        13A-16 OR 15D-16 UNDER THE
                      SECURITIES EXCHANGE ACT OF 1934

                            FOR APRIL 29, 2005.

                       COMMISSION FILE NUMBER 1-11284

                                NORANDA INC.
              (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)

                    BCE PLACE, 181 BAY STREET, SUITE 200
                      TORONTO, ONTARIO, CANADA M5J 2T3
                  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Indicate  by check mark  whether the  registrant  files or will file annual
reports under cover Form 20-F or Form 40-F.

                      Form 20-F ___  Form 40-F  X

Indicate  by check mark if the  registrant  is  submitting  the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1).

                      Yes ___  No  X


Indicate  by check mark if the  registrant  is  submitting  the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7).

                      Yes ___  No  X

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby  furnishing  the  information to the
Commission  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

                      Yes ___  No  X

If  "Yes"  is  marked,  indicate  below  the file  number  assigned  to the
registrant in connection with Rule 12g3-2(b):

Furnished herewith is:

Exhibit 99.1:  Material Change Report as to completion of Offer to Exchange
               Common Shares for Junior Preference Shares.

The  foregoing  documents  shall also be deemed  filed for  purposes of the
Securities  Exchange  Act of 1934  (including  for  the  purpose  of  being
incorporated by reference into one or more  registration  statements  under
the  Securities  Act of 1933, as amended).  The foregoing  Material  Change
Report is specifically  (a)  incorporated by reference as an Exhibit to the
registrant's  Registration  Statement on Form F-9 (File No. 333-108720) and
its  Registration  Statement on Form F-8 (File No.  333-123547)  and (b) is
incorporated by reference into the registrant's  Registration Statements on
Form S-8 (File Nos. 333-13582 and 333-113725).





                                 SIGNATURES

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

                                   NORANDA INC.
                                   (Registrant)


April 29, 2005                     By: /s/ Stephen K. Young
                                      --------------------------------------
                                      Stephen K. Young - Corporate Secretary







                               EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION

99.1           Material Change Report as to completion of Offer to Exchange
               Common Shares for Junior Preference Shares.