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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. 1-11284

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Noranda Inc.(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)                                                  
|CT Corporation System
1633 Broadway
New York, New York
10019
Telephone: (212) 664-1666(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
|------------------- |  | -----------------------------------------
|Common Shares       |  | New York Stock Exchange                  

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

Not
Applicable (Title of Class)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not
Applicable

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: 241,288,110

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 o                         No ý

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.

|                   |  | Noranda Inc.
Registrant
|------------------ |  | -----------------------
|Date: May 20, 2003 |  | By:                    

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Certifications

I,
Derek Pannell, Chief Executive Officer of Noranda Inc. certify that:

Date:
May 20, 2003

|/s/DEREK PANNELL                      | 
|------------------------------------- | 
|Derek Pannell
Chief Executive Officer | 

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I,
Lars-Eric Johansson, Chief Financial Officer of Noranda Inc. certify that:

Date:
May 20, 2003

|/s/LARS-ERIC JOHANSSON                      | 
|------------------------------------------- | 
|Lars-Eric Johansson
Chief Financial Officer | 

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Exhibits

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