U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 40-F

[Check one]

OR

|For the fiscal year ended December 31, 2004 |  | Commission File No. 33-95280
|------------------------------------------- |  | ----------------------------

| |  | Falconbridge Limited                                                                                                     
| |  | -------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                          
| |  | (Exact name of Registrant as specified in its charter)                                                                   
| |  | Not Applicable                                                                                                           
| |  |                                                                                                                          
| |  | (Translation of Registrant's name into English (if applicable))                                                          
| |  | Ontario, Canada                                                                                                          
| |  |                                                                                                                          
| |  | (Province or other jurisdiction of incorporation or organization)                                                        
| |  | 1061                                                                                                                     
| |  |                                                                                                                          
| |  | (Primary Standard Industrial Classification Code Number (if applicable))                                                 
| |  | 98-0115865                                                                                                               
| |  |                                                                                                                          
| |  | (I.R.S. Employer Identification Number (if applicable))                                                                  
| |  | BCE Place
181 Bay St., Suite 200
Toronto, Ontario M5J 2T3
Telephone: (416) 982-7111                                      
| |  |                                                                                                                          
| |  | (Address and telephone number of Registrant's principal executive offices)                                               
| |  | CT Corporation System
111 Eighth Avenue
New York, New York 10011
Telephone: (212) 894-8700                               
| |  |                                                                                                                          
| |  | (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

---



- 2 -

Securities
registered or to be registered pursuant to Section 12(b) of the Act.

|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|Not Applicable      |  | Not Applicable                           
|                    |  |                                          

Securities
registered or to be registered pursuant to Section 12(g) of the Act.

| |  | None                                                                                                                                                                
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                     
| |  | (Title of Class)                                                                                                                                                    
| |  | Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.                                                                          
| |  | 73/8% Debentures, due September 1, 2005
7.35% Debentures, due November 1, 2006
7.35% Debentures, due June 5, 2012
53/8% Debentures, due June 1, 2015
Debt Securities
| |  |                                                                                                                                                                     

For
annual reports, indicate by check mark the information filed with this Form:

|ý Annual Information Form |  | ý Audited annual financial statements
|------------------------- |  | -------------------------------------

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

| |  | Common shares outstanding: 179,770,190
| |  | --------------------------------------
| |  |                                       

Indicate
by check whether the Registrant by filing 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 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection
with such Rule.

| |  | Yes |  | X    82-3920 |  | No |  |  |  | 
| |  | --- |  | ------------ |  | -- |  |  |  | 
| |  |     |  |              |  |    |  |  |  | 

---



- 3 -

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

| |  | Yes |  | X |  | No |  |  |  | 
| |  | --- |  | - |  | -- |  |  |  | 
| |  |     |  |   |  |    |  |  |  | 

---

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this Annual Report on Form 40-F constitute "forward-looking statements" within the
meaning of Section 21E of the Exchange Act. Such statements represent the Registrant's internal projections, expectations or beliefs concerning, among other things, future operating results and
various components thereof, or the Registrant's future economic performance.

The
projections, estimates and beliefs contained in such forward-looking statements necessarily involve known and unknown risks and uncertainties which may cause the Registrant's actual
performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements.
These risks and uncertainties include, among other things, volatility of commodity metal prices, foreign currency risks, fluctuations in treatment and refining fees, risks inherent in the Registrant's
procurement of raw materials, changes in production and processing technology, imprecision in estimating the timing, costs and levels of production associated with mining properties, uninsurable risks
inherent in the mining business, the Registrant's ability to replace and expand mineral reserves, imprecision of mineral reserves and recovery estimates, political and economic conditions in the
countries in which the Registrant operates, changes in Canadian and foreign laws and regulations, the Registrant's ability to maintain good relations with its employees, general economic and business
conditions, and such other risks and uncertainties described from time to time in the Registrant's reports and filings with the Canadian and other securities authorities. Accordingly, the Registrant
cautions that events or circumstances could cause actual results to differ materially from those predicted.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.    As of December 31, 2004, an evaluation of the effectiveness of
the issuer's "disclosure controls and procedures" (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) was carried
out by our management, under the supervision of, and with the participation of, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). Based upon that evaluation, the CEO and CFO
concluded that as of such date our disclosure controls and procedures were effective such that information relating to us, including our consolidated subsidiaries, required to be disclosed by us in
the reports we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and
forms and (b) is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding disclosure.

---



Changes
in internal control over financial reporting.    There have been no changes in our internal control over financial reporting that occurred
during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that it has at least one audit committee financial expert serving on its audit committee, namely, Neville W. Kirchmann. He
is "independent" as that term is defined for purposes of audit committee member independence under the corporate governance standards of the New York Stock Exchange. The Securities and Exchange
commission has indicated that the designation of an audit committee financial expert does not make that person an "expert" for any purpose, impose any duties, obligations or liability on that person
that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liabilities or any other member of
the audit committee or the board of directors.

CODE OF ETHICS

We have adopted a code of ethics that applies to our President and Chief Executive Officer and our Senior Vice-President and Chief Financial Officer.
The latter is also our principal accounting officer. A copy of our code, entitled "Code of Ethics", can be found on the "This is Falconbridge  Corporate
Governance" page of our website at www.falconbridge.com.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Provision of Non-Audit Services by the Auditor

Deloitte & Touche LLP and its respective affiliates (collectively "Deloitte & Touche") are our auditors. From time to time, Deloitte &
Touche also provides non-audit services to us and our subsidiaries. It is our policy not to engage our auditors to provide services in connection with financial information systems design
and implementation or other services that may impair the objectivity of the auditors. We have implemented a procedure to ensure that any engagement of the auditors for non-audit services
receives prior clearance by the Audit Committee. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and
related fees, to be rendered by these firms during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year
that are outside the scope of the initial services and fees pre-approved by the Audit Committee. In approving any such engagement, the Audit Committee will consider whether the provision
of such non-audit services is compatible with maintaining Deloitte & Touche's independence.

---



Fees Paid to the Auditor

The table below summarizes the fees paid in U.S. dollars to Deloitte & Touche for the years indicated:

|                   |  | 2004 |           | 2003
|------------------ |  | ---- | --------- | ----
|Audit fees         |  | $    | 1,331,000 |     
|Audit-related fees |  |      | 189,000   |     
|Tax fees           |  |      | 284,000   |     
|All other fees     |  |      | 41,000    |     
|                   |  |      |           |     
|Total              |  | $    | 1,845,000 |     
|                   |  |      |           |     

Details
of the fees paid to Deloitte & Touche are provided below:

Audit Fees

Audit fees include fees for the financial statement audit of us and certain of our subsidiaries, the review of our unaudited interim financial statements, fees
for consent and comfort letters in connection with our prospectus filings and fees for consultations arising during the audit.

Audit Related Fees

Audit-related fees include fees for principally the audit of our benefit plans and French translation of our annual report.

Tax Fees

Tax service fees include fees for compliance and planning. Compliance fees relate to tax return preparation in foreign jurisdictions for both corporate income tax
returns and for expatriate employees. Tax planning and advisory fees are for business development and exploration initiatives as well as the maintenance of the Registrant's international structure.

All Other Fees

All other fees in 2004 principally included fees for the completion of the e-procurement system implementation support. All other fees in 2003
principally included e-procurement systems implementation support fees.

Consideration of Independence

Deloitte & Touche has advised the Audit Committee that it considers itself to be independent of us, and the Audit Committee has confirmed that it considers
Deloitte & Touche to be independent.

---



OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any unconsolidated affiliates. It does not enter into off-balance sheet arrangements with special purpose entities in the
normal course of business. The Registrant's only significant off-balance sheet arrangements consist of its Canadian dollar expenditure hedges discussed below.

The
Registrant uses forward foreign exchange and option contracts to hedge the effect of exchange rate changes on identifiable foreign currency exposures. The Registrant hedges up to 50%
of its current year Canadian dollar operating cost and 25% of the subsequent year. The Registrant may enter into futures and forward contracts for the purchase or sale of currencies not designated as
hedges. These contracts are carried at estimated fair values and gains or losses arising from the changes in the market values of these contracts recognized in the earnings of the period in which the
changes occur. A summary of these positions is tabled below.

Currency Hedges  Forward Contracts

|Forward contracts as at December 31, 2004 |                                        | 2004 |        | 2003
|----------------------------------------- | -------------------------------------- | ---- | ------ | ----
|Expenditure hedges                        |                                        |      |        |     
|                                          | Canadian dollar expenditures           |      |        |     
|                                          | US$ forward contracts (millions)       |      | 198    |     
|                                          | Average price (U.S.$)                  |      | 1.3835 |     
|                                          | Contract amount (in $ millions) CAD    |      | 274    |     
|                                          | Fair value (in $ millions) U.S.        |      | 30     |     
|Chilean peso expenditures                 |                                        |      |        |     
|                                          | U.S.$ forward contracts (millions)     |      | 9      |     
|                                          | Average price (U.S.$)                  |      | 708    |     
|                                          | Contract amount (in $ millions) CHP    |      | 6,538  |     
|                                          | Fair value (in $ millions) U.S.        |      | 3      |     
|Norwegian kroner expenditures             |                                        |      |        |     
|                                          | US$ forward contracts (millions)       |      | 0      |     
|                                          | Average price (U.S.$)                  |      | 0      |     
|                                          | Contract amount (in $ millions) NOK    |      | 0      |     
|                                          | Fair value (in $ millions) U.S.        |      | 0      |     
|Balance sheet economic hedges             |                                        |      |        |     
|                                          | Canadian dollar net liability exposure |      |        |     
|                                          | U.S.$ forward contracts (millions)     |      | 429    |     
|                                          | Average price (U.S.$)                  |      | 1.2120 |     
|                                          | Contract amount (in $ millions) CAD    |      | 520    |     
|                                          | Fair value (in $ millions) U.S.        |      | 3      |     

---



Currency Hedges  Option Contracts

|Option contracts as at December 31, |                                   | 2004 |     | 2003
|----------------------------------- | --------------------------------- | ---- | --- | ----
|Expenditure hedges                  |                                   |      |     |     
|                                    | Canadian dollar expenditures      |      |     |     
|                                    | Option amount (in $ millions) CAD |      | 50  |     
|                                    | Fair value (in $ millions) U.S.   |      | 1   |     
|Norwegian kroner expenditures       |                                   |      |     |     
|                                    | Option amount (in $ millions) NOK |      | 135 |     
|                                    | Fair value (in $ millions) U.S.   |      | 1   |     

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

A tabular disclosure of Falconbridge's contractual obligations as of December 31, 2004 follows:

|                              |  | Significant payment due by year
(millions of U.S. dollars)
|----------------------------- |  | ----------------------------------------------------------
|
|Long-term debt                |  | 1,437                                                     
|Asset retirement obligations  |  | 470                                                       
|Employee future benefits(1)   |  | 445                                                       
|Operating leases              |  | 26                                                        
|                              |  |                                                           
|Total contractual obligations |  | 2,378                                                     
|                              |  |                                                           

---

IDENTIFICATION OF THE AUDIT COMMITTEE

Not applicable.

UNDERTAKING

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly,
when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file
an annual report on Form 40-F arises; or transactions in said securities.

---



SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

|Falconbridge LimitedRegistrant |                                                        
|------------------------------ | -------------------------------------------------------
|By:                            | /s/STEPHEN K. YOUNGStephen K. Young
Corporate Secretary

Date:
March 29, 2005

---



Exhibits

---



QuickLinks