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                                                                     EXHIBIT 4.3



                             MATERIAL CHANGE REPORT

                                   PURSUANT TO

             SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
                 SECTION 142(1) OF THE SECURITIES ACT (ALBERTA)
               SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN)
                  SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
                    SECTION 73 OF THE SECURITIES ACT (QUEBEC)
                SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
               SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)


ITEM 1:  REPORTING ISSUER

         Inco Limited
         145 King Street West
         Suite 1500
         Toronto, Ontario
         M5H 4B7

ITEM 2:  DATE OF MATERIAL CHANGE

         March 4, 2003

ITEM 3:  PRESS RELEASE

         The attached press release was issued by Inco in Toronto on March 4,
         2003.

ITEM 4:  SUMMARY OF MATERIAL CHANGE

         Inco Limited ("Inco") has entered into agreements with a group of
         initial purchasers to issue and sell (1) U.S. $241 million (U.S. $274
         million if the overallotment option granted to the initial purchasers
         is exercised in full) aggregate amount payable at maturity of its
         Convertible Debentures due March 14, 2023 and (2) U.S. $220 million
         (U.S. $250 million if the overallotment option granted to the initial
         purchasers is exercised in full) aggregate principal amount of its
         Subordinated Convertible Debentures due March 14, 2052.

ITEM 5:  FULL DESCRIPTION OF MATERIAL CHANGE

         The information contained in the attached March 4, 2003 press release
         of Inco is incorporated herein.

ITEM 6:  RELIANCE ON CONFIDENTIALITY SECTION OF THE ACT

         Not applicable.


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                                     - 2 -



ITEM 7:  OMITTED INFORMATION

         Not applicable.

ITEM 8:  SENIOR OFFICER - FOR FURTHER INFORMATION CONTACT:

         For further information, contact Stuart F. Feiner (416) 361-7680
         (Executive Vice-President, General Counsel & Secretary).

ITEM 9:  STATEMENT OF SENIOR OFFICER

         The foregoing accurately discloses the material change referred to
         herein.


         DATED this 4th day of March, 2003.


                                       INCO LIMITED


                                       By: /s/ STUART F. FEINER
                                           ------------------------
                                           Stuart F. Feiner
                                           Executive Vice-President,
                                           General Counsel and Secretary


IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE
FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT AT THE TIME AND IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
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                         (INCO MEDIA INFORMATION LOGO)


                  INCO ENTERS INTO AGREEMENTS TO SELL PRIVATELY
                      TWO ISSUES OF CONVERTIBLE DEBENTURES
                        IN SEPARATE CONCURRENT OFFERINGS

Toronto, March 4, 2003 - Inco Limited ("Inco") announced today that it has
entered into agreements with a group of initial purchasers to issue and sell (1)
U.S $241 million (U.S. $274 million if the overallotment option granted to the
initial purchasers is exercised in full) aggregate amount payable at maturity of
its Convertible Debentures due March 14, 2023 ("Convertible Debentures"),
representing U.S.$ 220 million in gross proceeds to Inco (U.S. $ 250 million if
the overallotment option is exercised in full) and (2) U.S. $220 million (U.S.
$250 million if the overallotment option granted to the initial purchasers is
exercised in full) aggregate principal amount of its Subordinated Convertible
Debentures due March 14, 2052 ("Subordinated Convertible Debentures"). Each
Convertible Debenture is being offered and sold at a price of U.S.$913.81 and
will have a semi-annual cash interest coupon equal to approximately 1.09% per
year on the issue price (equivalent to 1.00% per year on the U.S. $1,000 amount
per Convertible Debenture payable at maturity). The Subordinated Convertible
Debentures are being offered and sold at their stated principal amount (U.S
$1,000 per Subordinated Convertible Debenture) and will have a semi-annual cash
interest coupon of 3-1/2% per year, subject to the Company's right to defer
interest payments thereon securities for up to five years.

The offerings are currently expected to close on March 7, 2003, subject to the
satisfaction of customary closing conditions, and to result in combined gross
proceeds to Inco of U.S.$440 million (U.S.$500 million if the initial purchasers
exercise in full their over-allotment options). The net proceeds from the
concurrent offerings will enable Inco to redeem all or a portion of either or
both of its (i) 5.5% Convertible Redeemable Preferred Shares Series E having a
U.S.$472 million aggregate liquidation preference and which are subject to
mandatory redemption in 2006 and/or (ii) U.S.$173 million aggregate principal
amount of 5-3/4% Convertible Debentures due 2004 and, accordingly, reduce the


 INCO LIMITED 145 King Street West, Suite 1500, Toronto, Ontario, Canada M5H 4B7
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Company's fixed charges. The closing of each offering is not conditioned on the
other offering being completed.

The Convertible Debentures and the Subordinated Convertible Debentures will be
convertible at the option of the holders into Common Shares of Inco at the
conversion rates referred to below, subject to certain anti-dilution adjustment
provisions, only in the following circumstances: (i) Inco's Common Share price,
calculated over a specified period, has exceeded 120% of the effective
conversion price of the Convertible Debentures or the Subordinated Convertible
Debentures, as applicable; (ii) the trading price of the Convertible Debentures
or the Subordinated Convertible Debentures, as applicable, over a specified
period has fallen below 95% of the amount equal to Inco's then prevailing Common
Share price times the applicable conversion rate; (iii) Inco were to call the
Convertible Debentures or the Subordinated Debentures, as applicable, for
redemption; or (iv) certain specified corporate events were to occur. Each
Convertible Debenture will be convertible into 31.9354 Common Shares,
representing an initial conversion price of approximately U.S. $28.61 per Common
Share or 43% above the closing sale price of Inco's Common Shares on the New
York Stock Exchange on March 3, and each Subordinated Convertible Debenture will
be convertible into 38.4423 Common Shares, representing a conversion price of
approximately U.S. $26.01 per Common Share or 30% above the closing sale price
of Inco's Common Shares on the New York Stock Exchange on March 3.

Holders of the Convertible Debentures will have the right to have Inco redeem
these Debentures at their issue price plus accrued interest on March 7 in each
of 2010, 2014 and 2018. The Company will have the right to redeem the
Convertible Debentures at any time on or after March 19, 2010. The Company will
have the right to redeem the Subordinated Convertible Debentures on or after
March 19, 2008 if Inco's Common Shares trade over a specified period above 125%
of the conversion price for these
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                                      -3-


subordinated securities. Holders of the Subordinated Convertible Debentures will
have no right to require Inco to redeem these subordinated securities.

In the case of the Convertible Debentures, these securities will rank equally
and ratably with all of Inco's existing and future unsecured and unsubordinated
indebtedness. The Subordinated Convertible Debentures will be subordinated to
all of Inco's senior indebtedness, which includes, among other obligations, all
of its existing and future unsecured and unsubordinated indebtedness. In meeting
the conversion, redemption, payment at maturity and other related terms of these
securities, the Company will have the right to satisfy these obligations in
cash, its Common Shares or any combination thereof.

The offering and sale of the Convertible Debentures and the Subordinated
Convertible Debentures are being made pursuant to Rule 144A under the U.S.
Securities Act of 1933 (the "1933 Act"). The offerings have not been registered
under the 1933 Act and none of the Convertible Debentures, the Subordinated
Convertible Debentures or the Common Shares issuable upon conversion or certain
other events may be offered or sold in the United States or to U.S. persons
absent registration under the 1933 Act or the availability of an applicable
exemption from such registration. None of these securities are being offered in
Canada.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO PURCHASE, OR
AN OFFER TO SELL, SECURITIES IN THE UNITED STATES OR ELSEWHERE.

This news release contains forward-looking statements regarding the Company and
its financing arrangements, including our expectations that these offerings will
be
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                                      -4-


successfully completed consistent with the terms outlined above. Actual results
and developments may differ materially from those contemplated by these
statements depending on, among others, satisfaction of customary closing
conditions which may be affected by market conditions and global political
developments.


IN 03/07
March 4, 2003