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

                                 FORM 6-K/A
                             (AMENDMENT NO. 1)

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

                              FOR JULY 6, 2005

                       COMMISSION FILE NUMBER 1-11284

                            FALCONBRIDGE LIMITED
                          (FORMERLY 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*:      Certificate of Amalgamation of the Registrant.

Exhibit 99.2*:      Material  Change  Report  as to the  completion  of the
                    amalgamation of Noranda Inc. and  Falconbridge  Limited
                    with the Registrant  being the  continuing  amalgamated
                    company.

The Material  Change  Report in Exhibit 99.2 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   incorporated   by  reference  into  the
Registrant's Registration Statement on Form S-8 (File No. 333-126529).

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* Previously furnished







                                 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.



                                     FALCONBRIDGE LIMITED
                                     (Registrant)


July 12, 2005                   By:  /s/ Stephen K. Young
                                     --------------------------------
                                     Stephen K. Young - Corporate Secretary








                               EXHIBIT INDEX


EXHIBIT NO.         DESCRIPTION

Exhibit 99.1*:      Certificate of Amalgamation of the Registrant.

Exhibit 99.2*:      Material  Change  Report  as to the  completion  of the
                    amalgamation of Noranda Inc. and  Falconbridge  Limited
                    with the Registrant  being the  continuing  amalgamated
                    company.



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* Previously furnished