U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 40-F

[Check one]

oRegistration statement pursuant to section 12 of the Securities Exchange Act of 1934

OR

ýAnnual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of
1934

|For the fiscal year ended December 31, 2004 |  | Commission File No. 1-11284
|------------------------------------------- |  | ---------------------------

|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)                                                        
|1021                                                                                                                     
|
|(Primary Standard Industrial Classification Code Number (if applicable))                                                 
|98-0359144                                                                                                               
|
|(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)

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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.

|None            
|----------------
|
|(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: 296,965,241
|--------------------------------------
|

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
    No X

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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

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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 copper treatment and refining fees, supply and demand in the
market for sulphuric acid, 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.

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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 at least one member of the audit committee, André Bérard, qualified as an audit committee
financial expert. 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 CEO and our Executive Vice-President and CFO. The latter is also our principal
accounting officer. A copy of our code, entitled "Code of Ethics", can be found on the "Corporate Governance" page of our website at www.noranda.com.

PRINCIPAL ACOUNTANT FEES AND SERVICES

Provision of Non-Audit Services by the Auditor

Ernst & Young LLP and its respective affiliates (collectively "Ernst & Young") are our auditors. From time to time, Ernst & Young 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 Ernst & Young's independence.

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Fees Paid to the Auditor

The table below summarizes the fees paid in Canadian dollars to Ernst & Young for the years indicated:

|                   |  | Noranda
($)
2003/2004 |  | Reporting Issuer Subsidiaries
($)
2003/2004 |  | Total
($)
2003/2004
|------------------ |  | --------------------- |  | ------------------------------------------- |  | -------------------
|Audit fees         |  | 2,294,398/2,031,663   |  | 35,292/14,939                               |  | 2,329,690/2,046,602
|Audit-related fees |  | 166,255/392,914       |  | /20,393                                    |  | 166,255/413,307    
|Tax fees           |  | 563,624/2,485,579     |  | 22,926/97,525                               |  | 586,550/2,583,104  
|All other fees     |  | 3,111/               |  | /                                         |  | 3,111/            
|Total              |  | 3,027,388/4,910,156   |  | 58,218/132,857                              |  | 3,085,606/5,043,013

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Note: On December 31, 2004, the exchange rate between U.S. dollars and Canadian dollars based on the inverse of the noon buying rate in the City of
New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York was US$0.8310 per Cdn$1.00. On December 31, 2003, the comparable exchange
rate was US$0.7738 per Cdn$1.00.

Details of the fees paid to Ernst & Young are provided below:

Audit Fees

Audit fees include fees for the annual financial statement audit of us and certain of our subsidiaries. The fees also include the review of our unaudited interim
financial statements, as well as fees relating to regulatory filings.

Audit-Related Fees

Audit related fees are fees for services provided by Ernst & Young that are reasonably related to its role as auditor and include fees for audits of our
employee benefit funds and advice on accounting standards and other specific transactions.

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Tax Fees

Tax fees include fees for tax compliance, tax advice and tax planning, including expatriate tax services.

All Other Fees

All other fees include fees for all other support and advisory services.

Consideration of Independence

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

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any unconsolidated affiliates. It does not enter into material off-balance sheet arrangements with special purpose
entities in the normal course of business. The Registrant's only significant off-balance sheet arrangements are the 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. It 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.

|$ millions                        |  | 2005 |     | 2006 & beyond |        | Totals as at December 31, 2004
|--------------------------------- |  | ---- | --- | ------------- | ------ | ------------------------------
|
|Noranda Inc.                      |  | $    | 224 |               | 1.5014 |                               
|Falconbridge Limited (subsidiary) |  | $    | 274 |               | 1.3835 |                               
|                                  |  |      |     |               |        |                               
|Total                             |  | $    | 498 |               | 1.4366 |                               
|                                  |  |      |     |               |        |                               

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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

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

|                               |  | Significant obligations by year due
|------------------------------ |  | -----------------------------------
|
|
|Long-term debt                 |  | 568                                
|Asset retirement obligation(1) |  | 57                                 
|Employee future benefits(2)    |  |                                   
|Capital leases                 |  | 2                                  
|Operating leases               |  | 29                                 
|                               |  |                                    
|Total contractual obligations  |  | 656                                
|                               |  |                                    

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IDENTIFICATION OF THE AUDIT COMMITTEE

We have an audit committee which is presently composed of the following directors: André Bérard (Chair), Norman R. Gish and James W.
McCutcheon.

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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.

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

Date            March 24,
2005

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Exhibits

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