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U.S. Securities and Exchange CommissionWashington, D.C. 20549

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Form 40-F

|[Check one] |  | o Registration statement pursuant to section 12 of the Securities Exchange Act of 1934   
|----------- |  | -----------------------------------------------------------------------------------------
|            |  | OR                                                                                       
|            |  | ý Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002                        Commission File
No. 33-95280

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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)                                                                                                                                                                  
|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)                                                                                     
|CSC The United States Corporation Company
2711 Centreville Road, Suite 400
Wilmington, DE
19808
Telephone: (302) 636-5401(Name, address (including zip code)
and telephone number (including area code)
of agent for service in the United States)

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.



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: 177,603,432

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 ý 82-3920                        No o

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 ý                        No o

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Controls and Procedures

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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.

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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 Limited
Registrant
|------------------ |  | -------------------------------
|Date: May 19, 2003 |  | By:                            

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Certifications

I,
Aaron Regent, Chief Executive Officer of Falconbridge Limited certify that:

Date:
May 19, 2003

|/s/AARON REGENT                      | 
|------------------------------------ | 
|Aaron Regent
Chief Executive Officer | 

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I,
Michael Doolan, Chief Financial Officer of Falconbridge Limited certify that:

Date:
May 19, 2003

|/s/MICHAEL DOOLAN                      | 
|-------------------------------------- | 
|Michael Doolan
Chief Financial Officer | 

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Exhibits

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