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 JUNE 2, 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):

The  documents  listed in the Exhibit  List to this Form 6-K are  furnished
pursuant to Form 6-K.

EXHIBIT NO.    DESCRIPTION

99.1           Underwriting Agreement dated as of June 2, 2005 between
               Noranda Inc. and the underwriters named therein.

99.2           Form of Tenth Supplemental Indenture to be dated as of June 8,
               2005 between Noranda Inc. and Computershare Trust Company of
               Canada, as Trustee.

In addition, the following documents are hereby deemed filed for purposes
of the Securities Exchange Act of 1934 and are incorporated by reference as
additional exhibits (with the numbers indicated below) into the
registrant's Registration Statement on Form F-9 (File No. 333-125431):

4.9            Underwriting Agreement dated as of June 2, 2005 between
               Noranda Inc. and the underwriters named therein.

7.11           Form of Tenth Supplemental Indenture to be dated as of June
               8, 2005 between Noranda Inc. and Computershare Trust Company
               of Canada, as Trustee.






                                 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)

June 2, 2005              By:  /s/ Stephen K. Young
                              -----------------------------------------------
                               Stephen K. Young - Corporate Secretary





                               EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION

99.1           Underwriting Agreement dated as of June 2, 2005 between
               Noranda Inc. and the underwriters named therein.

99.2           Form of Tenth Supplemental Indenture to be dated as of June 8,
               2005 between Noranda Inc. and Computershare Trust Company of
               Canada, as Trustee.