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 SEPTEMBER 22, 2005

                       COMMISSION FILE NUMBER 1-11284

                            FALCONBRIDGE LIMITED

              (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  of   Falconbridge   Limited
                    ("Falconbridge"),  dated September 22, 2005, disclosing
                    the approval by the Board of Directors of  Falconbridge
                    of a shareholder  rights plan (the "Rights Plan"),  the
                    adoption and entering  into by  Falconbridge  with CIBC
                    Mellon Trust Company of an agreement  setting forth the
                    terms of the Rights Plan and the issuance of the Rights
                    under the Rights  Plan,  a summary of the Rights  being
                    set forth in the Material Change Report,  and including
                    as Schedule "A"  Falconbridge's  Press  Release,  dated
                    September 22, 2005.

The Material Change Report in Exhibit 99.1,  excluding  Schedule "A", 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 Material  Change  Report in Exhibit  99.1,  excluding  Schedule "A", is
specifically  incorporated by reference into the Registrant's  Registration
Statement on Form S-8 (File No. 333-126529).






                                 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)


September 27, 2005                  By:  /s/ Stephen K. Young
                                       -----------------------------------------
                                         Stephen K. Young - Corporate Secretary







                               EXHIBIT INDEX


EXHIBIT NO.         DESCRIPTION

Exhibit 99.1:       Material   Change   Report  of   Falconbridge   Limited
                    ("Falconbridge"),  dated September 22, 2005, disclosing
                    the approval by the Board of Directors of  Falconbridge
                    of a shareholder  rights plan (the "Rights Plan"),  the
                    adoption and entering  into by  Falconbridge  with CIBC
                    Mellon Trust Company of an agreement  setting forth the
                    terms of the Rights Plan and the issuance of the Rights
                    under the Rights  Plan,  a summary of the Rights  being
                    set forth in the Material Change Report,  and including
                    as Schedule "A"  Falconbridge's  Press  Release,  dated
                    September 22, 2005.