##### 



| |                                       
| | --------------------------------------
| | SECURITIES AND EXCHANGE
    COMMISSION



FORM 10-Q/A






|  |  |                                                                                            
|- |  | -------------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31,
2004

Commission File Number 1-1143

INCO LIMITED

(Name of Registrant as specified in its charter)


|                                          |  |                                                   
|----------------------------------------- |  | --------------------------------------------------
|Canada(Jurisdiction of
    Incorporation) |  | 98-0000676(I.R.S. Employer
    Identification No.)

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

________________________________________________________________________


(Address of principal executive offices,
including zip code)


(416) 361-7511

____________________________________


(Telephone number)


The Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 (the Act) during the
preceding twelve 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.

The Registrant is an accelerated filer (as
defined in Rule 12b-2 under the Act).

Unless otherwise stated, dollar amounts in this
Report are expressed in United States currency.

Common Shares outstanding at March 31, 2004:
187,415,808 shares, no par value.

*Notices and communications from the Securities
and Exchange Commission may be sent to S.F. Feiner, Executive
Vice-President, General Counsel and Secretary, 145 King Street
West, Suite 1500, Toronto, Ontario M5H 4B7. His telephone
number is (416) 361-7680.



---



##### 



INCO LIMITED

Explanatory Note

Inco Limited (Inco or the
Company) is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q for the period ended
March 31, 2004 (Originally Filed First Quarter
2004 10-Q), which was originally filed with the
Securities and Exchange Commission (SEC) on
May 10, 2004, to amend a note to the Companys
consolidated financial statements, Note 14,
Significant differences between Canadian and United States
GAAP, included in Item 1, Financial
Statements. The amendments reflect the restatement of
certain financial information under United States generally
accepted accounting principles (GAAP) based upon a
revision in accounting treatment made by the Company in the
second quarter of 2004 to correct an error under United States
GAAP with respect to the treatment of unrealized non-cash
currency translation gains and losses in relation to the
Companys Voiseys Bay deferred income and mining tax
liabilities. While the revision relates only to certain parts of
such Note 14, in compliance with the requirements of
Rule 12b-15 under the Securities Exchange Act of 1934 the
Company has included in this Amendment No. 1 the full text
of Item 1, as amended. For a description of the
restatements, reference is made to part (f) in Note 14
to the Companys consolidated financial statements herein.
The revision in accounting treatment for unrealized non-cash
currency translation gains and losses with respect to the
Companys Voiseys Bay deferred income and mining tax
liabilities for United States GAAP purposes made by the Company
in the second quarter of 2004 has the effect of recognizing in
earnings, rather than deferring, as a component of property,
plant and equipment, the unrealized non-cash currency
translation gains or losses with respect to such deferred income
and mining tax liabilities. This revision has had no effect on
the cash flows of the Company for any period.

The revision in accounting treatment under United
States GAAP has had no effect on the Companys primary
financial statements and related notes prepared in accordance
with Canadian GAAP since the policy of deferring unrealized
non-cash currency translation gains and losses with respect to
the Companys Voiseys Bay deferred income and mining
tax liabilities is in accordance with Canadian GAAP.

As a result of this revision, under United States
GAAP for the quarter ended (1) March 31, 2004 the
Company had restated net earnings of $261 million, compared
with net earnings of $245 million before this revision and
resulting restatement and (2) March 31, 2003 the
Company had a restated net loss of $55 million, compared
with net earnings of $14 million before this revision and
resulting restatement. Corresponding restatements have been made
to the Companys property, plant and equipment and retained
earnings (deficit) for the applicable periods covered in
Note 14 to the Companys consolidated financial
statements. This revision in accounting treatment under United
States GAAP affects our results under United States GAAP for the
quarterly periods of each of the comparative periods reported,
with the effects (which are quantified for the quarters in 2003
and certain prior years in Note 23(r) to the Companys
consolidated financial statements included in Amendment
No. 1 to the Companys Annual Report on Form 10-K
for the year ended December 31, 2003) varying on a
quarter-to-quarter basis depending principally upon the Canadian
dollar to United States dollar exchange rate at the end of the
applicable quarter.

This Amendment No. 1 amends and restates
Item 1 of the Companys consolidated financial
statements included in the Originally Filed First Quarter
2004 10-Q. The explanatory note at the beginning of
Item 1 set forth in this Amendment No. 1 describes the
nature of the changes made to Note 14 to the Companys
consolidated financial statements.

The other items of the Originally Filed First
Quarter 2004 10-Q have not been repeated in this Amendment
No. 1.

For a discussion of events and developments
relating to the Company subsequent to March 31, 2004,
please refer to the following items, which are not being
incorporated by reference into this Amendment No. 1:

Our Quarterly Reports on Form 10-Q filed
with the SEC on or subsequent to May 10, 2004;

Our Current Reports on Form 8-K filed with
or furnished to the SEC subsequent to March 31, 2004.

2



---



##### 



Other than the foregoing items related thereto,
this Amendment No. 1 does not amend, update or restate any
other items or sections of the Originally Filed First Quarter
2004 10-Q. The filing of this Amendment No. 1 should
not be understood to mean that any other statements contained in
the Originally Filed First Quarter 2004 10-Q as amended are
true or complete as of any date subsequent to May 10, 2004,
the date of the filing with the SEC of the Originally Filed
First Quarter 2004 10-Q. Investors should not rely upon
this amendment as a reaffirmation or reiteration of any
forward-looking statements set forth in the Originally Filed
First Quarter 2004 10-Q.



---

Definitions:Unless
the context otherwise requires, all references in this Amendment
No. 1 to Inco or the Company
include all of its consolidated subsidiaries, unincorporated
units and divisions.



---

3



---



##### 





|        |                     
|------- | --------------------
|Item 1. | Financial Statements

Note Explaining Amendments to Note 14 to
the Companys Consolidated Financial Statements:Note 14 to the Companys
consolidated financial statements has been revised to reflect
the revision in the accounting treatment for United States GAAP
of unrealized non-cash currency translation gains and losses
relating to the Voiseys Bay deferred income and mining tax
liabilities and the restatement of related balances.
Accordingly, the amendments made relate principally to
(1) the first table in this Note which reconciles results
as reported under Canadian GAAP with those that would have been
reported under United States GAAP, (2) the addition of a
new part (f) which provides an explanation of this
revision, the United States GAAP difference, and resulting
restatements and (3) changes to the table under
Supplemental information. As a result of the
addition of a new part (f) to Note 14, all succeeding
parts of Note 14 (originally parts (f)(h)) have
been relettered as parts (g)(i).

INCO LIMITED AND SUBSIDIARIES

Consolidated Statement of Earnings

(Unaudited)

|                                                                           |         |      |       |            |  |   |     |      | 
|-------------------------------------------------------------------------- | ------- | ---- | ----- | ---------- |  | - | --- | ---- | 
|Three Months Ended March 31,                                               |         |      |       | 2003      
|(in millions of United States dollars except per share amounts)            |         | 2004 |       | (Restated)
|                                                                           |         |      |       |           
|Revenues                                                                   |         |      |       |            |  |   |     |     
|Net sales                                                                  |         | $    | 1,094 |            |  | $ | 593 |     
|Other income, net (Note 3)                                                 |         |      | 5     |            |  |   | 28  |     
|                                                                           |         |      |       |            |  |   |     |     
|                                                                           |         |      | 1,099 |            |  |   | 621 |     
|                                                                           |         |      |       |            |  |   |     |     
|Costs and expenses (income)                                                |         |      |       |            |  |   |     |     
|Cost of sales and other expenses, excluding
    depreciation and depletion |         |      | 557   |            |  |   | 419 |     
|Depreciation and depletion                                                 |         |      | 57    |            |  |   | 54  |     
|Selling, general and administrative                                        |         |      | 34    |            |  |   | 24  |     
|Research and development                                                   |         |      | 9     |            |  |   | 5   |     
|Exploration                                                                |         |      | 6     |            |  |   | 6   |     
|Currency translation adjustments                                           |         |      | (15   | )          |  |   | 78  |     
|Interest expense                                                           |         |      | 8     |            |  |   | 14  |     
|Goro project suspension                                                    |         |      | (6    | )          |  |   |    |     
|                                                                           |         |      |       |            |  |   |     |     
|                                                                           |         |      | 650   |            |  |   | 600 |     
|                                                                           |         |      |       |            |  |   |     |     
|Earnings before income and mining taxes and
    minority interest          |         |      | 449   |            |  |   | 21  |     
|Income and mining taxes (Note 4)                                           |         |      | 160   |            |  |   | (23 | )   
|                                                                           |         |      |       |            |  |   |     |     
|Earnings before minority interest                                          |         |      | 289   |            |  |   | 44  |     
|Minority interest                                                          |         |      | 34    |            |  |   | 11  |     
|                                                                           |         |      |       |            |  |   |     |     
|Net earnings                                                               |         |      | 255   |            |  |   | 33  |     
|Accretion of convertible debt, net of tax
    (Note 8)                     |         |      | (2    | )          |  |   | (2  | )   
|Dividends on preferred shares                                              |         |      |      |            |  |   | (6  | )   
|Premium on redemption of preferred shares                                  |         |      |      |            |  |   | (15 | )   
|                                                                           |         |      |       |            |  |   |     |     
|Net earnings applicable to common shares                                   |         | $    | 253   |            |  | $ | 10  |     
|                                                                           |         |      |       |            |  |   |     |     
|Net earnings per common share (Note 7)                                     |         |      |       |            |  |   |     |     
|                                                                           | Basic   |      | $     | 1.35       |  |   | $   | 0.06 | 
|                                                                           |         |      |       |            |  |   |     |     
|                                                                           | Diluted |      | $     | 1.26       |  |   | $   | 0.05 | 
|                                                                           |         |      |       |            |  |   |     |     

See Notes to Consolidated Financial Statements.

4



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##### 



Consolidated Statement of Retained Earnings
(Deficit)

(Unaudited)

|                                                           |  |      |      |            |  |   |      |  
|---------------------------------------------------------- |  | ---- | ---- | ---------- |  | - | ---- | -
|Three months ended March 31,                               |  |      |      | 2003      
|(in millions of United States dollars)                     |  | 2004 |      | (Restated)
|                                                           |  |      |      |           
|Deficit at beginning of period, as previously
    reported |  | $    | (226 | )          |  | $ | (335 | )
|Change in accounting policy (Note 2)                       |  |      | 20   |            |  |   | 4    |  
|                                                           |  |      |      |            |  |   |      |  
|Deficit at beginning of year                               |  |      | (206 | )          |  |   | (331 | )
|Net earnings                                               |  |      | 255  |            |  |   | 33   |  
|Accretion of convertible debt, net of tax
    (Note 8)     |  |      | (2   | )          |  |   | (2   | )
|Dividends on preferred shares                              |  |      |     |            |  |   | (6   | )
|Premium on redemption of preferred shares                  |  |      |     |            |  |   | (15  | )
|                                                           |  |      |      |            |  |   |      |  
|Retained earnings (deficit) at end of period               |  | $    | 47   |            |  | $ | (321 | )
|                                                           |  |      |      |            |  |   |      |  

See Notes to Consolidated Financial Statements.

5



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##### 



INCO LIMITED AND SUBSIDIARIES

Consolidated Balance Sheet

(Unaudited)

|                                           |                                                  |                                      |       |              |       |   |       |      |       | 
|------------------------------------------ | ------------------------------------------------ | ------------------------------------ | ----- | ------------ | ----- | - | ----- | ---- | ----- | 
|                                           |                                                  |                                      |       | December 31,
|                                           |                                                  | March 31,                            |       | 2003        
|(in millions of United States dollars)     |                                                  | 2004                                 |       | (Restated)  
|                                           |                                                  |                                      |       |             
|ASSETS                                    
|Current assets                             |                                                  |                                      |       |              |       |   |       |     
|Cash and cash equivalents (Note 12)        |                                                  | $                                    | 596   |              |       | $ | 418   |     
|Accounts receivable                        |                                                  |                                      | 494   |              |       |   | 435   |     
|Inventories (Note 12)                      |                                                  |                                      | 843   |              |       |   | 746   |     
|Other                                      |                                                  |                                      | 148   |              |       |   | 112   |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|Total current assets                       |                                                  |                                      | 2,081 |              |       |   | 1,711 |     
|Property, plant and equipment (Note 12)    |                                                  |                                      | 7,072 |              |       |   | 7,033 |     
|Deferred charges and other assets          |                                                  |                                      | 329   |              |       |   | 319   |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|Total assets                               |                                                  | $                                    | 9,482 |              |       | $ | 9,063 |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current liabilities                        |                                                  |                                      |       |              |       |   |       |     
|Long-term debt due within one year         |                                                  | $                                    | 101   |              |       | $ | 103   |     
|Accounts payable                           |                                                  |                                      | 287   |              |       |   | 253   |     
|Accrued payrolls and benefits              |                                                  |                                      | 166   |              |       |   | 165   |     
|Other accrued liabilities                  |                                                  |                                      | 309   |              |       |   | 332   |     
|Income and mining taxes payable            |                                                  |                                      | 195   |              |       |   | 27    |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|Total current liabilities                  |                                                  |                                      | 1,058 |              |       |   | 880   |     
|Deferred credits and other
    liabilities |                                                  |                                      |       |              |       |   |       |     
|Long-term debt                             |                                                  |                                      | 1,367 |              |       |   | 1,409 |     
|Deferred income and mining taxes           |                                                  |                                      | 1,703 |              |       |   | 1,706 |     
|Post-retirement benefits                   |                                                  |                                      | 604   |              |       |   | 603   |     
|Asset retirement obligation (Note 6)       |                                                  |                                      | 142   |              |       |   | 141   |     
|Minority interest                          |                                                  |                                      | 453   |              |       |   | 442   |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|Total liabilities                          |                                                  |                                      | 5,327 |              |       |   | 5,181 |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|Commitments and contingencies (Note 10)    |                                                  |                                      |       |              |       |   |       |     
|Shareholders equity                       |                                                  |                                      |       |              |       |   |       |     
|Convertible debt (Note 8)                  |                                                  |                                      | 609   |              |       |   | 606   |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|Common shareholders equity                |                                                  |                                      |       |              |       |   |       |     
|                                           | Common shares issued and outstanding 187,415,808 |                                      |       |              |       |   |       |      |      
|                                           |                                                  | (2003  186,915,865 shares) (Note 7) |       |              | 2,872 |   |       |      | 2,858 | 
|                                           | Warrants (Note 9)                                |                                      |       | 62           |       |   |       | 62   |      
|                                           | Contributed surplus (Note 13)                    |                                      |       | 565          |       |   |       | 562  |      
|                                           | Retained earnings (deficit)                      |                                      |       | 47           |       |   |       | (206 | )    
|                                           |                                                  |                                      |       |              |       |   |       |     
|                                           |                                                  |                                      | 3,546 |              |       |   | 3,276 |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|Total shareholders equity                 |                                                  |                                      | 4,155 |              |       |   | 3,882 |     
|                                           |                                                  |                                      |       |              |       |   |       |     
|Total liabilities and shareholders equity |                                                  | $                                    | 9,482 |              |       | $ | 9,063 |     
|                                           |                                                  |                                      |       |              |       |   |       |     

See Notes to Consolidated Financial Statements.

6



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##### 



INCO LIMITED AND SUBSIDIARIES

Consolidated Statement of Cash Flows

(Unaudited)

|                                                 |                                                                           |                                          |     |            |     |   |       |      |      |  
|------------------------------------------------ | ------------------------------------------------------------------------- | ---------------------------------------- | --- | ---------- | --- | - | ----- | ---- | ---- | -
|Three Months Ended March 31,                     |                                                                           |                                          |     | 2003      
|(in millions of United States dollars)           |                                                                           | 2004                                     |     | (Restated)
|                                                 |                                                                           |                                          |     |           
|Operating activities                             |                                                                           |                                          |     |            |     |   |       |     
|                                                 | Earnings before minority interest                                         |                                          | $   | 289        |     |   | $     | 44   |     
|                                                 | Charges not affecting cash                                                |                                          |     |            |     |   |       |      |     
|                                                 |                                                                           | Depreciation and depletion               |     |            | 57  |   |       |      | 54   |  
|                                                 |                                                                           | Deferred income and mining taxes         |     |            | 16  |   |       |      | 20   |  
|                                                 |                                                                           | Other                                    |     |            | 3   |   |       |      | 32   |  
|                                                 | Decrease (increase) in non-cash working capital
    related to operations |                                          |     |            |     |   |       |      |     
|                                                 |                                                                           | Accounts receivable                      |     |            | (59 | ) |       |      | (70  | )
|                                                 |                                                                           | Inventories                              |     |            | (97 | ) |       |      | (20  | )
|                                                 |                                                                           | Accounts payable and accrued liabilities |     |            | 42  |   |       |      | (41  | )
|                                                 |                                                                           | Income and mining taxes payable          |     |            | 168 |   |       |      | (121 | )
|                                                 |                                                                           | Other                                    |     |            | (34 | ) |       |      | (9   | )
|                                                 | Other                                                                     |                                          |     | (5         | )   |   |       | 13   |     
|                                                 |                                                                           |                                          |     |            |     |   |       |     
|                                                 | Net cash provided by (used for) operating
    activities                  |                                          |     | 380        |     |   |       | (98  | )   
|                                                 |                                                                           |                                          |     |            |     |   |       |     
|Investing activities                             |                                                                           |                                          |     |            |     |   |       |     
|                                                 | Capital expenditures                                                      |                                          |     | (139       | )   |   |       | (163 | )   
|                                                 | Other                                                                     |                                          |     | (28        | )   |   |       | (1   | )   
|                                                 |                                                                           |                                          |     |            |     |   |       |     
|                                                 | Net cash used for investing activities                                    |                                          |     | (167       | )   |   |       | (164 | )   
|                                                 |                                                                           |                                          |     |            |     |   |       |     
|Financing activities                             |                                                                           |                                          |     |            |     |   |       |     
|                                                 | Repayments of long-term debt                                              |                                          |     | (46        | )   |   |       | (46  | )   
|                                                 | Convertible debt issued                                                   |                                          |     |           |     |   |       | 470  |     
|                                                 | Common shares issued                                                      |                                          |     | 12         |     |   |       | 4    |     
|                                                 | Preferred dividends paid                                                  |                                          |     |           |     |   |       | (6   | )   
|                                                 | Dividends paid to minority interest                                       |                                          |     | (1         | )   |   |       | (1   | )   
|                                                 |                                                                           |                                          |     |            |     |   |       |     
|                                                 | Net cash provided by (used for) financing
    activities                  |                                          |     | (35        | )   |   |       | 421  |     
|                                                 |                                                                           |                                          |     |            |     |   |       |     
|Net increase in cash and cash
    equivalents    |                                                                           |                                          | 178 |            |     |   | 159   |     
|Cash and cash equivalents at beginning of period |                                                                           |                                          | 418 |            |     |   | 1,087 |     
|                                                 |                                                                           |                                          |     |            |     |   |       |     
|Cash and cash equivalents at end of
    period   |                                                                           | $                                        | 596 |            |     | $ | 1,246 |     
|                                                 |                                                                           |                                          |     |            |     |   |       |     

See Notes to Consolidated Financial Statements.

7



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##### 



INCO LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial
Statements

(Unaudited)

(Tabular amounts in millions of United States
dollars except number of shares and per share amounts)



|        |                      
|------- | ---------------------
|Note 1. | Basis of Presentation

The unaudited consolidated financial statements
presented herein have been prepared in accordance with generally
accepted accounting principles (GAAP) in Canada (see
Note 14 for significant differences between Canadian and
United States GAAP) for interim financial information and in
accordance with the instructions to Form 10-Q and
Article 10 of Regulation S-X. In the opinion of
management, all adjustments considered necessary for a fair
presentation of results for the periods reported have been
included. These adjustments consist only of normal recurring
adjustments. Results of operations for the three-month period
ended March 31, 2004 are not necessarily indicative of the
results that may be expected for the year ending
December 31, 2004 or any other interim period. These
interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in our 2003 Annual Report on Form 10-K for
the year ended December 31, 2003 (2003 Annual Report
on Form 10-K).



|        |                               
|------- | ------------------------------
|Note 2. | Changes in Accounting Policies



|    |                                       
|--- | --------------------------------------
|(a) | Depreciation and depletion
    expense

In the first quarter of 2004, effective
January 1, 2004, on a retroactive basis we changed the
method in which we calculate depreciation and depletion expense.
Under the previous method, we depleted mine development costs on
a composite basis. Total historical capitalized costs and
estimated future development costs relating to our developed and
undeveloped estimated proven and probable ore reserves were
depleted using the unit-of-production method based on total
developed and undeveloped estimated proven and probable ore
reserves in our twenty-year plan. Under the revised method,
depletion of the deferred mine development costs is calculated
on a unit-of-production basis over the estimated proven and
probable ore reserves which relate to the particular category of
development, either life of mine plan or area-specific. No
future development costs are taken into account in calculating
the depletion charge. In addition, the depreciation method
covering certain other assets of our 61 per cent owned
subsidiary, PT International Nickel Indonesia Tbk
(PT Inco), has been changed to a straight line
basis to conform the depreciation method used to the
depreciation methods generally used for similar assets in other
company locations.

Adoption of this change in accounting policy also
removes a significant difference between Canadian GAAP and
United States GAAP. The impact of this change on first quarter
2004 depreciation and depletion expense was a reduction of
$15 million in such expense in the first quarter of 2004
compared with what that expense would have been based upon the
previous methodology we used for Canadian GAAP (a reduction of
$9 million for the first quarter of 2003).

Reference is made to Note 23(b) of our
consolidated financial statements set forth in our 2003 Annual
Report on Form 10-K for a more complete description of this
method of calculating depreciation and depletion expense.



|    |                                             
|--- | --------------------------------------------
|(b) | Generally accepted accounting
    principles

Effective January 1, 2004, we adopted
Canadian Institute of Chartered Accountants (CICA)
section 1100, Generally Accepted Accounting Principles.
CICA 1100 describes what constitutes Canadian GAAP and its
sources. Adoption of this guideline did not have a significant
impact on our results of operations or financial condition.

8



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##### 





|    |                      
|--- | ---------------------
|(c) | Hedging Relationships

Effective January 1, 2004, we adopted a new
accounting guideline issued by the CICA in respect of hedging
relationships which provides guidance concerning documentation
and effectiveness testing for derivative contracts. Adoption of
this guideline did not have a significant impact on our results
of operations or financial condition for the first quarter of
2004.



|    |                         
|--- | ------------------------
|(d) | Stock-based compensation

Effective January 1, 2003, we changed our
accounting for stock options from the intrinsic value method to
one that recognizes as an expense the cost of stock-based
compensation based on the estimated fair value of new stock
options granted to employees in 2003 and in future years. The
fair value of each stock option granted is estimated on the date
of the grant using an option-pricing model. As a result of this
change in accounting policy, which was applied prospectively, an
expense of $3 million was recorded in the first three
months of 2004 (2003: $1 million) to reflect the fair value
of stock options, including their applicable vesting periods,
granted to employees in 2003 and 2004.



|    |                                    
|--- | -----------------------------------
|(e) | Impairment of long-lived
    assets

Effective January 1, 2003, we adopted a new
accounting standard of the CICA in respect of the impairment or
disposal of long-lived assets. The new standard requires that a
fair value determination be made for long-lived assets to be
disposed of by sale, whether previously held and used or newly
acquired, and broadens the presentation of discontinued
operations to include more disposal transactions. The initial
adoption of the new standard had no impact on our results of
operations or financial condition.



|    |                             
|--- | ----------------------------
|(f) | Asset retirement obligations

Effective January 1, 2003, we adopted a new
accounting standard of the CICA relating to asset retirement
obligations. This standard significantly changed the method of
accounting for asset retirement obligation costs. Under this new
standard, asset retirement obligations are recognized when
incurred and recorded as liabilities at fair value. The
liability is accreted over time through periodic charges to
earnings. In addition, the asset retirement cost is capitalized
as part of the assets carrying value and depreciated over
the assets useful life. This change in accounting policy
was applied retroactively and, accordingly, the consolidated
financial statements of prior periods were restated.



|        |                  
|------- | -----------------
|Note 3. | Other income, net

Other income, net is comprised of the following:

|                                                                   |  |      |    |      |  |   |    |  
|------------------------------------------------------------------ |  | ---- | -- | ---- |  | - | -- | -
|Three Months Ended March 31,                                       |  | 2004 |    | 2003
|                                                                   |  |      |    |     
|Interest and dividend income                                       |  | $    | 3  |      |  | $ | 4  |  
|Earnings from affiliates accounted for using the
    equity method |  |      | 3  |      |  |   |   |  
|Losses from derivative positions in metals                         |  |      | (4 | )    |  |   |   |  
|Gains from sales of securities and other assets                    |  |      |   |      |  |   | 19 |  
|Gain from closure of ineffective derivative
    contracts          |  |      |   |      |  |   | 11 |  
|Other                                                              |  |      | 3  |      |  |   | (6 | )
|                                                                   |  |      |    |      |  |   |    |  
|Other income, net                                                  |  | $    | 5  |      |  | $ | 28 |  
|                                                                   |  |      |    |      |  |   |    |  

9



---



##### 





|        |                        
|------- | -----------------------
|Note 4. | Income and mining taxes

The reconciliation between taxes at the combined
federal-provincial statutory income tax rate in Canada and the
effective income and mining tax rates was as follows:

|                                                                                |  |      |     |            |  |   |     |  
|------------------------------------------------------------------------------- |  | ---- | --- | ---------- |  | - | --- | -
|                                                                                |  |      |     | 2003      
|Three Months Ended March 31,                                                    |  | 2004 |     | (Restated)
|                                                                                |  |      |     |           
|Provision at combined Canadian federal-provincial
    statutory income tax rate |  | $    | 179 |            |  | $ | 8   |  
|Resource and depletion allowances                                               |  |      | (24 | )          |  |   | (3  | )
|                                                                                |  |      |     |            |  |   |     |  
|Adjusted income taxes                                                           |  |      | 155 |            |  |   | 5   |  
|Mining taxes                                                                    |  |      | 24  |            |  |   | 2   |  
|                                                                                |  |      |     |            |  |   |     |  
|                                                                                |  |      | 179 |            |  |   | 7   |  
|Currency translation adjustments                                                |  |      | (6  | )          |  |   | 27  |  
|Currency translation adjustments on long-term debt                              |  |      | (5  | )          |  |   |    |  
|Non-deductible losses                                                           |  |      | (4  | )          |  |   | (13 | )
|Prior year adjustments                                                          |  |      | 9   |            |  |   | (38 | )
|Foreign tax rate differences                                                    |  |      | (18 | )          |  |   | (4  | )
|Other                                                                           |  |      | 5   |            |  |   | (2  | )
|                                                                                |  |      |     |            |  |   |     |  
|Effective income and mining taxes                                               |  | $    | 160 |            |  | $ | (23 | )
|                                                                                |  |      |     |            |  |   |     |  

Note 5.     Post-retirement
benefit obligations

Employer contributions in respect of our defined
benefit plans during the first three months of 2004 was
$37 million (2003: $17 million). For the year ending
December 31, 2004, we currently expect that employer
contributions and defined benefit pension expense will amount to
approximately $160 million and $112 million,
respectively.

Post-retirement benefits expense included the
following components:

|                                                                                     |  |          |     |                |  |            |     |      |  |   |    |  |  |   |    | 
|------------------------------------------------------------------------------------ |  | -------- | --- | -------------- |  | ---------- | --- | ---- |  | - | -- |  |  | - | -- | 
|                                                                                     |  |          |     |                |  |           
|                                                                                     |  |          |     |                |  | Post-     
|                                                                                     |  |          |     |                |  | retirement
|                                                                                     |  |          |     | benefits other
|                                                                                     |  | Pension  |     | than          
|                                                                                     |  | benefits |     | pensions      
|                                                                                     |  |          |     |               
|Three Months Ended March 31,                                                         |  | 2004     |     | 2003           |  | 2004       |     | 2003
|                                                                                     |  |          |     |                |  |            |     |     
|Service cost                                                                         |  | $        | 10  |                |  | $          | 7   |      |  | $ | 2  |  |  | $ | 2  | 
|Interest cost                                                                        |  |          | 39  |                |  |            | 36  |      |  |   | 13 |  |  |   | 11 | 
|Expected return on plan assets                                                       |  |          | (42 | )              |  |            | (38 | )    |  |   |   |  |  |   |   | 
|Amortization of actuarial and investment losses                                      |  |          | 15  |                |  |            | 15  |      |  |   | 3  |  |  |   | 3  | 
|Amortization of unrecognized prior service costs                                     |  |          | 4   |                |  |            | 4   |      |  |   |   |  |  |   |   | 
|                                                                                     |  |          |     |                |  |            |     |      |  |   |    |  |  |   |    | 
|Defined benefit pension and post-retirement
    benefits other than pensions expense |  |          | 26  |                |  |            | 24  |      |  |   | 18 |  |  |   | 16 | 
|Defined contribution pension expense                                                 |  |          | 1   |                |  |            | 1   |      |  |   |   |  |  |   |   | 
|                                                                                     |  |          |     |                |  |            |     |      |  |   |    |  |  |   |    | 
|Post-retirement benefits expense                                                     |  | $        | 27  |                |  | $          | 25  |      |  | $ | 18 |  |  | $ | 16 | 
|                                                                                     |  |          |     |                |  |            |     |      |  |   |    |  |  |   |    | 

10



---



##### 



Note 6.     Asset
retirement obligations

The following table shows the movement in the
liability for asset retirement obligations:

|                    |  |        |     |  
|------------------- |  | ------ | --- | -
|                    |  | Amount
|                    |  |       
|December 31, 2003   |  | $      | 141 |  
|Accretion expense   |  |        | 2   |  
|Liabilities settled |  |        | (1  | )
|                    |  |        |     |  
|March 31, 2004      |  | $      | 142 |  
|                    |  |        |     |  

Note 7.     Common
Shares and Earnings per Common Share

Basic earnings per Common Share is computed by
dividing net earnings applicable to Common Shares by the
weighted-average number of Common Shares issued and outstanding
for the relevant period. Diluted earnings per Common Share is
computed by dividing net earnings applicable to Common Shares,
as adjusted for the effect of dilutive convertible debt using
the if-converted method, by the sum of the
weighted-average number of Common Shares issued and outstanding
and all additional Common Shares that would have been
outstanding if potentially dilutive Common Shares had been
issued.

We are authorized to issue an unlimited number of
Common Shares without nominal or par value. Changes in Common
Shares were as follows for the period ended March 31, 2004:

|                                    |  |           |             |        |  |   |       | 
|----------------------------------- |  | --------- | ----------- | ------ |  | - | ----- | 
|                                    |  | Number    |             |       
|                                    |  | of shares |             | Amount
|                                    |  |           |             |       
|December 31, 2003                   |  |           | 186,915,865 |        |  | $ | 2,858 | 
|Options exercised                   |  |           | 459,200     |        |  |   | 12    | 
|Warrants exercised                  |  |           | 878         |        |  |   |      | 
|Shares issued under incentive plans |  |           | 39,865      |        |  |   | 2     | 
|                                    |  |           |             |        |  |   |       | 
|March 31, 2004                      |  |           | 187,415,808 |        |  | $ | 2,872 | 
|                                    |  |           |             |        |  |   |       | 

11



---



##### 



The computation of basic and diluted earnings per
share was as follows:

|                                           |                                                                                  |                  |      |            |       |   |      |         |       | 
|------------------------------------------ | -------------------------------------------------------------------------------- | ---------------- | ---- | ---------- | ----- | - | ---- | ------- | ----- | 
|                                           |                                                                                  |                  |      | 2003      
|Three Months Ended March 31,               |                                                                                  | 2004             |      | (Restated)
|                                           |                                                                                  |                  |      |           
|Basic earnings per share computation       |                                                                                  |                  |      |            |       |   |      |        
|Numerator:                                 |                                                                                  |                  |      |            |       |   |      |        
|                                           | Net earnings                                                                     |                  | $    | 255        |       |   | $    | 33      |      
|                                           | Dividends on preferred shares                                                    |                  |      |           |       |   |      | (6      | )    
|                                           | Accretion of convertible debt                                                    |                  |      | (2         | )     |   |      | (2      | )    
|                                           | Premium on redemption of preferred shares                                        |                  |      |           |       |   |      | (15     | )    
|                                           |                                                                                  |                  |      |            |       |   |      |        
|                                           | Net earnings applicable to common shares                                         |                  | $    | 253        |       |   | $    | 10      |      
|                                           |                                                                                  |                  |      |            |       |   |      |        
|Denominator:                               |                                                                                  |                  |      |            |       |   |      |        
|                                           | Weighted-average common shares outstanding (in
    thousands)                    |                  |      | 187,222    |       |   |      | 183,436 |      
|                                           |                                                                                  |                  |      |            |       |   |      |        
|Basic earnings per common share            |                                                                                  | $                | 1.35 |            |       | $ | 0.06 |        
|                                           |                                                                                  |                  |      |            |       |   |      |        
|Diluted earnings per share
    computation |                                                                                  |                  |      |            |       |   |      |        
|Numerator:                                 |                                                                                  |                  |      |            |       |   |      |        
|                                           | Net earnings applicable to common shares                                         |                  | $    | 253        |       |   | $    | 10      |      
|                                           | Dilutive effect of:                                                              |                  |      |            |       |   |      |         |      
|                                           |                                                                                  | Convertible debt |      |            | 1     |   |      |         |      | 
|                                           |                                                                                  |                  |      |            |       |   |      |        
|                                           | Net earnings applicable to common shares,
    assuming dilution                  |                  | $    | 254        |       |   | $    | 10      |      
|                                           |                                                                                  |                  |      |            |       |   |      |        
|Denominator:                               |                                                                                  |                  |      |            |       |   |      |        
|                                           | Weighted-average common shares outstanding (in
    thousands)                    |                  |      | 187,222    |       |   |      | 183,436 |      
|                                           | Dilutive effect of:                                                              |                  |      |            |       |   |      |         |      
|                                           |                                                                                  | Convertible debt |      |            | 8,731 |   |      |         |      | 
|                                           |                                                                                  | Stock options    |      |            | 4,156 |   |      |         | 1,486 | 
|                                           |                                                                                  | Warrants         |      |            | 1,540 |   |      |         | 604   | 
|                                           |                                                                                  |                  |      |            |       |   |      |        
|                                           | Weighted-average common shares outstanding,
    assuming dilution (in thousands) |                  |      | 201,649    |       |   |      | 185,526 |      
|                                           |                                                                                  |                  |      |            |       |   |      |        
|Diluted earnings per common share          |                                                                                  | $                | 1.26 |            |       | $ | 0.05 |        
|                                           |                                                                                  |                  |      |            |       |   |      |        

Note 8.     Convertible
debt

Changes in convertible debt were as follows:

|                              |  |       |     |             |  |              |     |       |  |   |     |  |  |   |     | 
|----------------------------- |  | ----- | --- | ----------- |  | ------------ | --- | ----- |  | - | --- |  |  | - | --- | 
|                              |  |       |     |             |  | Subordinated |     |      
|                              |  | LYON  |     | Convertible |  | Convertible  |     |      
|                              |  | Notes |     | Debentures  |  | Debentures   |     | Total
|                              |  |       |     |             |  |              |     |      
|December 31, 2003             |  | $     | 247 |             |  | $            | 233 |       |  | $ | 126 |  |  | $ | 606 | 
|Accretion of convertible debt |  |       | 2   |             |  |              | 1   |       |  |   |    |  |  |   | 3   | 
|                              |  |       |     |             |  |              |     |       |  |   |     |  |  |   |     | 
|March 31, 2004                |  | $     | 249 |             |  | $            | 234 |       |  | $ | 126 |  |  | $ | 609 | 
|                              |  |       |     |             |  |              |     |       |  |   |     |  |  |   |     | 

12



---



##### 



Note 9.     Warrants

Changes in warrants were as follows:

|                   |  |           |            |        |  |   |    | 
|------------------ |  | --------- | ---------- | ------ |  | - | -- | 
|                   |  | Number of |            |       
|                   |  | warrants  |            | Amount
|                   |  |           |            |       
|December 31, 2003  |  |           | 11,023,064 |        |  | $ | 62 | 
|Warrants exercised |  |           | (878       | )      |  |   |   | 
|                   |  |           |            |        |  |   |    | 
|March 31, 2004     |  |           | 11,022,186 |        |  | $ | 62 | 
|                   |  |           |            |        |  |   |    | 

Note 10.     Commitments
and contingencies



|    |            
|--- | -----------
|(a) | Commitments

The following table summarizes as of
March 31, 2004 certain of our long-term contractual
obligations and commercial commitments for each of the next five
years and thereafter:

|                        |  |                 |     |      |  |      |    |      |  |      |    |            |  |   |    |  |  |   |    |  |  |   |     | 
|----------------------- |  | --------------- | --- | ---- |  | ---- | -- | ---- |  | ---- | -- | ---------- |  | - | -- |  |  | - | -- |  |  | - | --- | 
|                        |  |                
|                        |  | Payments due in
|                        |  |                
|                        |  | 2004            |     | 2005 |  | 2006 |    | 2007 |  | 2008 |    | Thereafter
|                        |  |                 |     |      |  |      |    |      |  |      |    |           
|Purchase obligations(1) |  | $               | 343 |      |  | $    | 71 |      |  | $    | 5  |            |  | $ | 4  |  |  | $ | 4  |  |  | $ | 88  | 
|Operating leases        |  |                 | 26  |      |  |      | 25 |      |  |      | 18 |            |  |   | 12 |  |  |   | 3  |  |  |   | 4   | 
|Other                   |  |                 | 1   |      |  |      | 2  |      |  |      | 2  |            |  |   | 3  |  |  |   | 3  |  |  |   | 97  | 
|                        |  |                 |     |      |  |      |    |      |  |      |    |            |  |   |    |  |  |   |    |  |  |   |     | 
|Total                   |  | $               | 370 |      |  | $    | 98 |      |  | $    | 25 |            |  | $ | 19 |  |  | $ | 10 |  |  | $ | 189 | 
|                        |  |                 |     |      |  |      |    |      |  |      |    |            |  |   |    |  |  |   |    |  |  |   |     | 



---



|    |                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | These purchase obligations largely relate to the
    Goro and Voiseys Bay projects with the balance comprising
    routine orders to purchase goods and services at current
    operating locations.



|    |              
|--- | -------------
|(b) | Contingencies

In the course of our operations, we and our
subsidiaries are subject to routine claims and litigation
incidental to the business conducted by us and them, to various
environmental proceedings, and to other litigation related to
these businesses. With respect to the environmental proceedings
currently pending or threatened against us, they include
(1) a proceeding brought under the Ontario class action
legislation covering claims relating to the alleged decline in
property values in a community where we had operated a nickel
refinery over the 1918  1984 period, (2) claims for
personal injury, (3) enforcement actions, (4) alleged
violations of, including exceeding regulatory limits relating to
discharges under, certain environmental or similar laws and
regulations applicable to our operations in Canada and elsewhere
and (5) certain claims dating back a number of years in
which one of our subsidiaries was designated, under the United
States federal environmental law known as Superfund
or CERCLA, as a potentially responsible party. We
believe that the ultimate resolution of such proceedings, claims
and litigation will not significantly impair our operations or
have a material adverse effect on our financial condition or
results of operations.

We currently expect to be in a position by late
May 2004 to provide an update through a conference call with the
investment community on the status and key preliminary findings
to date of the second phase, or Phase Two, of the Goro project
comprehensive review. This review had been initiated following
our decision to suspend work on this project in December 2002.
This update covering Phase Two of the review is expected to
include a revised capital cost estimate for the project in the
plus or minus 25 per cent range, as well as an indication of
what an updated project schedule would likely be, including when
we would expect project commissioning would begin and when the
project would initially start up if and when a decision to
proceed is made. We currently expect to be in a position to
announce our decision on whether we will proceed with the
project shortly after Phase Two of the review is completed,
which completion is currently anticipated to be in the late
summer of 2004.

We currently believe that, based upon the work
undertaken as part of the Phase Two review on certain potential
new approaches to construction of that project, including the
process plant layout, and expected

13



---



##### 



changes to certain of the equipment required for
the process to be used to produce nickel and cobalt from the
project, once we have identified those assets that would be
impaired as a result of these changes we will be required to
take additional non-cash charges beyond the $62 million of
pre-tax non-cash charges taken in the fourth quarter of 2002 and
that the level of these additional non-cash charges could have a
material adverse effect on our results of operations for 2004.
An estimate of such non-cash charges cannot currently be made.
As of March 31, 2004, we had spent approximately
$626 million on the Goro project since July 1, 2001
when the project was formally launched. This amount excludes a
current estimate of approximately $39 million that would
still have to be spent for equipment, services and other
requirements under existing contracts and commitments, and
accruals of approximately $24 million relating to such
requirements as of March 31, 2004.




|         |                    
|-------- | -------------------
|Note 11. | Segment Information

We are a leading producer of nickel and an
important producer of copper, precious metals and cobalt. Our
operations consist of the finished products segment, which
comprises the mining and processing operations in Ontario and
Manitoba, Canada, and refining operations in the United Kingdom
and interests in refining operations in Japan and other Asian
countries, and the intermediates segment, which comprises the
mining and processing operations in Indonesia, where
nickel-in-matte, an intermediate product, is produced and sold
primarily into the Japanese market. In addition, we hold mineral
claims and licenses for development projects which include our
Voiseys Bay nickel-copper-cobalt project under development
in the Province of Newfoundland and Labrador and our Goro
nickel-cobalt project in the French overseas territorial
community (collectivité territoriale) of New Caledonia.

Data by operating segments as of and for the
period indicated was as follows:

|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|----------------------------------------------------------------------------------- |  | -------- | ----- | ------------- |  | ----------- | ----- | ------------ |  | ----- | ----- | ---- |  | ---- | ----- | ---- |  | ---- | ----- | ---------- |  |  | ----- |  |  |  | ---- | - |  |  | --- | - |  |  | ----- | - |  |  | ----- | -
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |     
|                                                                                    |  | Finished |       |               |  | Development |       |              |  |      
|                                                                                    |  | Products |       | Intermediates |  | Projects    |       | Eliminations |  | Total
|                                                                                    |  |          |       |               |  |             |       |              |  |      
|Three Months Ended March 31,                                                        |  | 2004     |       | 2003          |  | 2004        |       | 2003         |  | 2004  |       | 2003 |  | 2004 |       | 2003 |  | 2004 |       | 2003      
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |           
|                                                                                    |  |          |       | (Restated)    |  |             |       | (Restated)   |  |       |       |      |  |      |       |      |  |      |       | (Restated)
|Net sales to customers                                                              |  |          | 1,056 |               |  |             | 578   |              |  |       | 38    |      |  |      | 15    |      |  |      |      |            |  |  |      |  |  |  |     |   |  |  |    |   |  |  | 1,094 |   |  |  | 593   |  
|Intersegment sales                                                                  |  |          |      |               |  |             |      |              |  |       | 154   |      |  |      | 72    |      |  |      |      |            |  |  |      |  |  |  | (154 | ) |  |  | (72 | ) |  |  |      |   |  |  |      |  
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|Net sales                                                                           |  |          | 1,056 |               |  |             | 578   |              |  |       | 192   |      |  |      | 87    |      |  |      |      |            |  |  |      |  |  |  | (154 | ) |  |  | (72 | ) |  |  | 1,094 |   |  |  | 593   |  
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|Earnings (loss) before income and mining
    taxes and minority interest by segment |  |          | 368   |               |  |             | 74    |              |  |       | 118   |      |  |      | 31    |      |  |      | (4    | )          |  |  |      |  |  |  | (25  | ) |  |  | (8  | ) |  |  | 457   |   |  |  | 97    |  
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|Expenses (income) not specifically allocable
    to segments:                       |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|Corporate selling, general and administrative
    expenses                          |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  | 20    |   |  |  | 12    |  
|Currency translation adjustments                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  | (15   | ) |  |  | 78    |  
|Interest expense                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  | 8     |   |  |  | 14    |  
|Other income, net                                                                   |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  | (5    | ) |  |  | (28   | )
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|Earnings before income and mining taxes and
    minority interest                   |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  | 449   |   |  |  | 21    |  
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|Identifiable assets at March 31, 2004 and
    December 31, 2003                     |  |          | 2,703 |               |  |             | 2,496 |              |  |       | 1,410 |      |  |      | 1,387 |      |  |      | 4,711 |            |  |  | 4,648 |  |  |  | (71  | ) |  |  | (46 | ) |  |  | 8,753 |   |  |  | 8,485 |  
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|Other assets                                                                        |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  | 729   |   |  |  | 578   |  
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  
|Total assets at March 31, 2004 and
    December 31, 2003                            |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  | 9,482 |   |  |  | 9,063 |  
|                                                                                    |  |          |       |               |  |             |       |              |  |       |       |      |  |      |       |      |  |      |       |            |  |  |       |  |  |  |      |   |  |  |     |   |  |  |       |   |  |  |       |  

14



---



##### 





|         |                         
|-------- | ------------------------
|Note 12. | Supplemental information

The following represents certain supplemental
information in connection with the Consolidated Balance Sheet:

|                                       |  |           |        |              |  |   |           |  
|-------------------------------------- |  | --------- | ------ | ------------ |  | - | --------- | -
|                                       |  | March 31, |        | December 31,
|                                       |  | 2004      |        | 2003        
|                                       |  |           |        |             
|Cash                                   |  | $         | 54     |              |  | $ | 42        |  
|Cash equivalents                       |  |           | 542    |              |  |   | 376       |  
|                                       |  |           |        |              |  |   |           |  
|Cash and cash equivalents              |  | $         | 596    |              |  | $ | 418       |  
|                                       |  |           |        |              |  |   |           |  
|Finished metals                        |  | $         | 234    |              |  | $ | 193       |  
|In-process metals                      |  |           | 530    |              |  |   | 478       |  
|Supplies                               |  |           | 79     |              |  |   | 75        |  
|                                       |  |           |        |              |  |   |           |  
|Inventories                            |  | $         | 843    |              |  | $ | 746       |  
|                                       |  |           |        |              |  |   |           |  
|                                       |  |           |        |              |  |   | (Restated | )
|Property, plant and equipment, at cost |  | $         | 11,598 |              |  | $ | 11,502    |  
|Accumulated depreciation and depletion |  |           | 4,526  |              |  |   | 4,469     |  
|                                       |  |           |        |              |  |   |           |  
|Property, plant and equipment, net     |  | $         | 7,072  |              |  | $ | 7,033     |  
|                                       |  |           |        |              |  |   |           |  



|         |                         
|-------- | ------------------------
|Note 13. | Stock compensation plans

For the three months ended March 31, 2004,
an expense of $3 million (2003: $1 million) was
charged to earnings with an equivalent offset credited to
contributed surplus to reflect the fair value of stock options
granted to employees in 2003 and 2004. The fair value of each
stock option granted is estimated on the date of grant using an
option pricing model with the following assumptions:

|                                                                     |  |      |       |      |  |   |       |  
|-------------------------------------------------------------------- |  | ---- | ----- | ---- |  | - | ----- | -
|                                                                     |  | 2004 |       | 2003
|                                                                     |  |      |       |     
|Stock price at grant date                                            |  | $    | 36.40 |      |  | $ | 20.85 |  
|Exercise price                                                       |  | $    | 36.40 |      |  | $ | 20.85 |  
|Weighted-average fair value of options granted
    during the period |  | $    | 10.37 |      |  | $ | 6.29  |  
|Expected life of options (years)                                     |  |      | 3.4   |      |  |   | 3     |  
|Expected dividend yield                                              |  |      |      | %    |  |   |      | %
|Expected stock price volatility                                      |  |      | 35.0  | %    |  |   | 41.1  | %
|Risk-free interest rate                                              |  |      | 2.5   | %    |  |   | 2.1   | %



|         |                                                                    
|-------- | -------------------------------------------------------------------
|Note 14. | Significant differences between Canadian and
    United States GAAP

Our consolidated financial statements are
prepared in accordance with Canadian GAAP. The differences
between Canadian and United States GAAP, insofar as they affect
our consolidated financial statements, relate to accounting for
post-retirement benefits, intangible assets, research and
development, exploration, convertible debt, derivative
instruments, investments certain currency translation gains and
losses, income and mining taxes and reporting of comprehensive
income. As noted in (b), (f) and under Depreciation
and depletion expense below, certain figures have been
restated for 2003.

15



---



##### 



The following table reconciles results as
reported under Canadian GAAP with those that would have been
reported under United States GAAP:

|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |       |  
|---------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ---------- | --- | ---------- | - | - | --- | ----- | -
|                                                                                                                             |                                                                                                                  | 2004       |     | 2003      
|Three Months Ended March 31,                                                                                                 |                                                                                                                  | (Restated) |     | (Restated)
|                                                                                                                             |                                                                                                                  |            |     |           
|Net earnings  Canadian GAAP                                                                                                 |                                                                                                                  | $          | 255 |            |   | $ | 33  |      
|Increased post-retirement benefits expense(a)                                                                                |                                                                                                                  |            | (10 | )          |   |   | (5  | )    
|Increased research and development expense(b)                                                                                |                                                                                                                  |            | (2  | )          |   |   | (1  | )    
|Increased exploration expense(c)                                                                                             |                                                                                                                  |            | (1  | )          |   |   |    |      
|Increased interest expense(d)                                                                                                |                                                                                                                  |            | (6  | )          |   |   | (2  | )    
|Unrealized net gain on derivative instruments(e)                                                                             |                                                                                                                  |            | 3   |            |   |   | 5   |      
|Unrealized currency translation gains (losses) on
    Voiseys Bay project deferred income and mining
    tax liabilities(f) |                                                                                                                  |            | 16  |            |   |   | (69 | )    
|Taxes on United States GAAP differences                                                                                      |                                                                                                                  |            | 6   |            |   |   | 1   |      
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|Net earnings (loss) before cumulative effect of a
    change in accounting principle 
    United States GAAP                |                                                                                                                  |            | 261 |            |   |   | (38 | )    
|Cumulative effect of a change in accounting
    principle(g)                                                                 |                                                                                                                  |            |    |            |   |   | (17 | )    
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|Net earnings (loss)  United States GAAP                                                                                     |                                                                                                                  |            | 261 |            |   |   | (55 | )    
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|Other comprehensive income (loss)(i):                                                                                        |                                                                                                                  |            |     |            |   |   |     |      
|                                                                                                                             | Reclassification of net gain on derivatives
    designated as cash flow hedges(e)                                |            |     | (2         | ) |   |     | (10   | )
|                                                                                                                             | Reclassification of net gain on derivatives due
    to ineffectiveness(e)                                        |            |     | (9         | ) |   |     |      |  
|                                                                                                                             | Change in fair value of derivatives designated as
    cash flow hedges(e)                                        |            |     | (6         | ) |   |     | 9     |  
|Reclassification to earnings of gain on long-term
    investments(h)                                                         |                                                                                                                  |            |    |            |   |   | (5  | )    
|Unrealized gain (loss) on long-term
    investments(h)                                                                       |                                                                                                                  |            | (9  | )          |   |   | 3   |      
|Taxes on other comprehensive income (loss)                                                                                   |                                                                                                                  |            | 5   |            |   |   | 2   |      
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|Other comprehensive loss(i)                                                                                                  |                                                                                                                  |            | (21 | )          |   |   | (1  | )    
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|Comprehensive earnings (loss)(i)                                                                                             |                                                                                                                  | $          | 240 |            |   | $ | (56 | )    
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|Net earnings (loss) per share  Basic                                                                                        |                                                                                                                  |            |     |            |   |   |     |      
|                                                                                                                             | Net earnings per share before cumulative effect
    of a change in accounting principle 
    United States GAAP |            | $   | 1.39       |   |   | $   | (0.32 | )
|                                                                                                                             | Cumulative effect of a change in accounting
    principle(g)                                                     |            |     |           |   |   |     | (0.09 | )
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|                                                                                                                             | Net earnings (loss) per share  Basic                                                                            |            | $   | 1.39       |   |   | $   | (0.41 | )
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|Net earnings (loss) per share  Diluted                                                                                      |                                                                                                                  |            |     |            |   |   |     |      
|                                                                                                                             | Net earnings per share before cumulative effect
    of a change in accounting principle 
    United States GAAP |            | $   | 1.30       |   |   | $   | (0.32 | )
|                                                                                                                             | Cumulative effect of a change in accounting
    principle(g)                                                     |            |     |           |   |   |     | (0.09 | )
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      
|                                                                                                                             | Net earnings (loss) per share  Diluted                                                                          |            | $   | 1.30       |   |   | $   | (0.41 | )
|                                                                                                                             |                                                                                                                  |            |     |            |   |   |     |      



|    |                         
|--- | ------------------------
|(a) | Post-retirement benefits

For Canadian GAAP reporting purposes, we amortize
the excess of the net unrecognized actuarial and investment
gains and losses over 10 per cent of the greater of
(i) the post-retirement benefits obligation and
(ii) the fair value of plan assets. Such excess is
amortized over the expected average remaining service life of
employees. For United States reporting purposes, we amortize net
unrecognized actuarial and investment gains and losses on a
straight-line basis over the expected average remaining service
life of employees.

16



---



##### 



United States GAAP also requires the recognition
of a minimum additional pension liability in the amount of the
excess of the unfunded accumulated benefits obligation over the
recorded pension benefits liability; an offsetting intangible
pension asset is recorded equal to the unrecognized prior
service costs, with any net difference recorded as a reduction
in accumulated other comprehensive income.



|    |                                     
|--- | ------------------------------------
|(b) | Research and development
    expense

Under Canadian GAAP, development costs are
deferred and amortized if the development project meets certain
generally accepted criteria for deferral and amortization. Fixed
assets, including equipment, may be acquired or constructed in
order to provide facilities for a research and development
project. The use of such assets will extend over a number of
accounting periods and, accordingly, such costs are capitalized
and amortized over their useful lives. Under United States GAAP,
research and development costs are charged to expense in the
period incurred. As noted in Note 23(d) of our consolidated
financial statements set forth in our 2003 Annual Report on
Form 10-K, we have restated our results for 2003 for United
States GAAP purposes as they relate to the accounting for
research and development costs. The impact was a $1 million
increase in research and development expense for the first
quarter of 2003 for United States GAAP purposes.



|    |                    
|--- | -------------------
|(c) | Exploration expense

Under Canadian GAAP, capitalized exploration
expenditures are classified under property, plant and equipment
with the related mineral claim. For United States GAAP,
exploration expenditures are not capitalized unless estimated
proven and probable ore reserves to which they relate have been
established by a feasibility study. As noted in Note 23(e)
of our consolidated financial statements set forth in our 2003
Annual Report on Form 10-K, we have restated our results
for 2003 for United States GAAP purposes as they relate to the
accounting for exploration expenditures. There was no impact on
exploration expense for the first quarter of 2003 as a result of
this difference between Canadian and United States GAAP.



|    |                 
|--- | ----------------
|(d) | Convertible debt

Under Canadian GAAP, a portion of the convertible
debt is classified as an equity instrument. This convertible
debt accretes over their respective terms to their value at
maturity through periodic after-tax charges to retained
earnings. Under United States GAAP, the convertible debt would
be accounted for as debt and, accordingly, accretion charges and
amortization of debt issuance costs would be recorded as
interest expense. For United States GAAP, the convertible debt
would be classified as current debt beginning 12-months prior to
their special conversion dates and as long-term debt during the
remainder of the term of such debt.



|    |                           
|--- | --------------------------
|(e) | Accounting for derivatives

Under United States GAAP, all derivative
contracts, whether designated in hedging relationships or not,
are required to be recorded on the balance sheet at fair value.
Under Canadian GAAP, we continue to recognize gains and losses
on derivative contracts in income concurrently with the
recognition of the transactions being hedged. The requirements
for documentation and effectiveness testing, however, are
substantially the same under both Canadian and United States
GAAP.



|    |                                                            
|--- | -----------------------------------------------------------
|(f) | Restatement of United States GAAP financial
    information

In the second quarter of 2004, for United States
GAAP reporting purposes, we revised our accounting treatment for
unrealized non-cash currency translation gains and losses
arising from the translation into U.S. dollars, at the end
of each period, of certain Canadian dollar-denominated deferred
income and mining tax liabilities established in 1996 upon the
acquisition of the Voiseys Bay deposits. We have concluded
that, under United States GAAP, such currency translation gains
and losses should be included in the determination of earnings.
Previously, these unrealized non-cash currency translation gains
and losses had been deferred and included in property, plant and
equipment as part of development costs for the Voiseys Bay
project until operations were to commence. The impact of this
revision, which has been accounted for retroactively by

17



---



##### 



restating prior period results, was an increase
in the unrealized non-cash currency translation gains of
$16 million for the first quarter of 2004 (first quarter of
2003  increase in the unrealized non-cash currency
translation losses of $69 million). The deficit at the
beginning of 2004 has been increased by $171 million to
reflect the cumulative impact of the revision to
December 31, 2003.




|    |                             
|--- | ----------------------------
|(g) | Asset retirement obligations

Effective January 1, 2003, we adopted, for
United States reporting purposes, Statement of Financial
Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement Obligations and CICA 3110, Asset Retirement
Obligations, which are substantially identical. Under SFAS
No. 143, asset retirement obligations are recognized when
incurred and recorded as liabilities at fair value. The
liability is accreted over time through periodic charges to
earnings. In addition, the asset retirement cost is capitalized
as part of the assets carrying value and depreciated.
Depending on the nature of the asset being retired, we
depreciate such costs using either the straight line or the
unit-of-production method. The cumulative effect of adopting
SFAS No. 143 was a decrease to our net earnings of
$17 million, or nine cents per share, in 2003, which is
shown as a cumulative effect of a change in accounting principle.



|    |            
|--- | -----------
|(h) | Investments

United States GAAP for equity investments, which
are set forth in SFAS No. 115, require that certain equity
investments not held for trading be recorded at fair value with
unrealized holding gains and losses excluded from the
determination of earnings and reported as a separate component
of other comprehensive income.



|    |                     
|--- | --------------------
|(i) | Comprehensive income

United States accounting standards for reporting
comprehensive income are set forth in SFAS No. 130.
Comprehensive income represents the change in equity during a
reporting period from transactions and other events and
circumstances from non-owner sources. Components of
comprehensive income include items such as net earnings (loss),
changes in the fair value of investments not held for trading,
minimum pension liability adjustments and gains and losses on
derivative instruments.



| |                  
| | -----------------
| | Intangible assets

Canadian GAAP contains an apparent conflict in
the treatment of mineral rights with respect to balance sheet
classification. CICA 1581, Business Combinations, defines
such assets as intangible assets, while CICA 3061,
Property, Plant and Equipment, defines acquired mineral rights
as property, plant and equipment. We have interpreted the
adoption of CICA 1581 and its companion statement
CICA 3062, Goodwill and Other Intangible Assets, in a
manner that has led us to conclude that we are not required to
change how we account for such mineral rights under Canadian
GAAP (which is to classify such assets, less the related
accumulated depreciation, depletion and amortization, as
Property, plant and equipment, net on our
consolidated balance sheet). In the United States, SFAS
No. 141, Business Combinations, which is consistent with
CICA 1581, requires that under United States GAAP mineral
rights be classified as intangible assets. On March 18,
2004, the Emerging Issues Task Force of the Financial Accounting
Standards Board (FASB) in the United States met and
concluded that mineral rights were tangible assets and
recommended to the FASB that SFAS Nos. 141 and 142 should
be amended. These changes are expected to be finalized by the
FASB in the second quarter of 2004. There can be no certainty as
to whether this apparent conflict under Canadian GAAP will be
resolved.



| |                                       
| | --------------------------------------
| | Depreciation and depletion
    expense

As discussed in Note 2, we retroactively
changed our method of calculating depreciation and depletion
expense for Canadian GAAP reporting purposes effective
January 1, 2004. This method of calculation is the method
described in Note 23(b) of our consolidated financial
statements set forth in our 2003 Annual Report on Form 10-K
for United States reporting purposes and, consequently, there is
no longer a difference between

18



---



##### 



Canadian and United States GAAP. The results of
operations for the first quarter of 2003 have been restated
which resulted in a decrease to depreciation and depletion
expense of $9 million, an increase in income and mining
taxes of $3 million and an increase in minority interest
expense of $3 million.




| |                         
| | ------------------------
| | Supplemental information

Changes in deficit and accumulated other
comprehensive loss under United States GAAP were as follows:

|                                                                                                               |  |            |        |            |  |   |        |  
|-------------------------------------------------------------------------------------------------------------- |  | ---------- | ------ | ---------- |  | - | ------ | -
|                                                                                                               |  | 2004       |        | 2003      
|Three Months Ended March 31,                                                                                   |  | (Restated) |        | (Restated)
|                                                                                                               |  |            |        |           
|Deficit at beginning of period, as previously
    reported in the Originally Filed
    First Quarter 2004 10-Q |  | $          | (973   | )          |  | $ | (1,030 | )
|Restatement(f)                                                                                                 |  |            | (171   | )          |  |   | 36     |  
|                                                                                                               |  |            |        |            |  |   |        |  
|Deficit at beginning of period, as restated                                                                    |  |            | (1,144 | )          |  |   | (994   | )
|Net earnings (loss)                                                                                            |  |            | 261    |            |  |   | (55    | )
|Dividends on preferred shares                                                                                  |  |            |       |            |  |   | (6     | )
|Premium on redemption of preferred shares                                                                      |  |            |       |            |  |   | (15    | )
|                                                                                                               |  |            |        |            |  |   |        |  
|Deficit at end of period                                                                                       |  | $          | (883   | )          |  | $ | (1,070 | )
|                                                                                                               |  |            |        |            |  |   |        |  
|Accumulated other comprehensive loss at beginning
    of period                                                |  | $          | (516   | )          |  | $ | (485   | )
|Other comprehensive loss                                                                                       |  |            | (21    | )          |  |   | (1     | )
|                                                                                                               |  |            |        |            |  |   |        |  
|Accumulated other comprehensive loss at end of
    period                                                      |  | $          | (537   | )          |  | $ | (486   | )
|                                                                                                               |  |            |        |            |  |   |        |  



| |                                     
| | ------------------------------------
| | Recent Accounting
    Pronouncements

During the first three months of 2004, no new
accounting pronouncements were put into effect that would impact
our financial condition or results of operations.

19



---



##### 



PART II  OTHER
INFORMATION



|        |                                      
|------- | -------------------------------------
|Item 6. | Exhibits and Reports on
    Form 10-K

This Item is amended to include new
Exhibits 31.1(b), 31.2(b), 32.1(b) and 32.2(b) which are
included with this Amendment No. 1.



| |     |         
| | --- | --------
| | (a) | Exhibits

| |      |  |  |                                                                                                                                                                                                                                                                                                                                                  
| | ---- |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.1  |  |  | Restated Articles of Incorporation of the
    Registrant dated May 7, 2004.*                                                                                                                                                                                                                                                                     
| | 10.1 |  |  | Inco Limited Non-Employee Director Share
    Ownership Plan, as amended and restated effective as of
    February 3, 2004.*                                                                                                                                                                                                                      
| | 31.1 |  |  | (a) Certification of the Originally Filed
    First Quarter 2004 10-Q of the Chief Executive Officer of the
    Registrant pursuant to Rule 13a14(a) of the U.S.
    Securities Exchange Act of 1934, as amended.*                                                                                                                              
| |      |  |  | (b) Certification Relating to the Originally
    Filed First Quarter 2004 Report for the period ended
    March 31, 2004, as amended by Form 10-Q/A
    (Amendment No. 1), of the Chief Executive Officer of
    the Registrant pursuant to Rule 13a14(a) of the U.S.
    Securities Exchange Act of 1934, as amended.                          
| | 31.2 |  |  | (a) Certification of the Originally Filed
    First Quarter 2004 10-Q of the Chief Financial Officer of the
    Registrant pursuant to Rule 13a14(a) of the U.S.
    Securities Exchange Act of 1934, as amended.*                                                                                                                              
| |      |  |  | (b) Certification Relating to the Originally
    Filed First Quarter 2004 Report for the period ended
    March 31, 2004, as amended by Form 10-Q/A
    (Amendment No. 1), of the Chief Financial Officer of
    the Registrant pursuant to Rule 13a14(a) of the U.S.
    Securities Exchange Act of 1934, as amended.                          
| | 32.1 |  |  | (a) Certification of the Originally Filed
    First Quarter 2004 10-Q of the Chief Executive Officer of the
    Registrant pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.*                                                                                                    
| |      |  |  | (b) Certification Relating to the Originally
    Filed First Quarter 2004 Report for the period ended
    March 31, 2004, as amended by Form 10-Q/A
    (Amendment No. 1), of the Chief Executive Officer of
    the Registrant pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.
| | 32.2 |  |  | (a) Certification of the Originally Filed
    First Quarter 2004 10-Q of the Chief Financial Officer of the
    Registrant pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.*                                                                                                    
| |      |  |  | (b) Certification Relating to the Originally
    Filed First Quarter 2004 Report for the period ended
    March 31, 2004, as amended by Form 10-Q/A
    (Amendment No. 1), of the Chief Financial Officer of
    the Registrant pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.



| |     |                    
| | --- | -------------------
| | (b) | Reports on Form 8-K



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Current Report on Form 8-K dated
    February 3, 2004 covering Item 12 of Form 8-K
    relating to the Registrants press releases on its fourth
    quarter 2003 and full year 2003 financial and operating results.*



---



|  |                                                         
|- | --------------------------------------------------------
|* | Filed with Originally Filed First Quarter 2004
    10-Q.

20



---



##### 



SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Amendment No. 1 to this Report to be signed on its behalf
by the undersigned thereunto duly authorized.

|                      |  |                                         
|--------------------- |  | ----------------------------------------
|                     
|                      |  | INCO LIMITED                            
|                     
|                     
|Date: August 10, 2004 |  | By: /s/ S. F. FEINERS. F. Feiner        
|                     
|                     
|Date: August 10, 2004 |  | By: /s/ R. A. LEHTOVAARAR. A. Lehtovaara

21



---



##### 



EXHIBIT INDEX

Exhibits

|     |  |                                                                                                                                                                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Restated Articles of Incorporation of the
    Registrant dated May 7, 2004.*                                                                                                                                                                                                                                                                 
|10.1 |  | Inco Limited Non-Employee Director Share
    Ownership Plan, as amended and                                                                                                                                                                                                                                                                  
|     |  | restated effective as of February 3, 2004.*                                                                                                                                                                                                                                                                                                  
|31.1 |  | (a) Certification of the Originally Filed
    First Quarter 2004 10-Q of the Chief Executive Officer of
    the Registrant pursuant to Rule 13a  14(a) of the
    U.S. Securities Exchange Act of 1934, as amended.*                                                                                                                        
|     |  | (b) Certification Relating to the Originally
    Filed First Quarter 2004 Report for the period ended
    March 31, 2004, as amended by Form 10-Q/A (Amendment
    No. 1), of the Chief Executive Officer of the Registrant
    pursuant to Rule 13a  14(a) of the
    U.S. Securities Exchange Act of 1934, as amended.                    
|31.2 |  | (a) Certification of the Originally Filed
    First Quarter 2004 10-Q of the Chief Financial Officer of
    the Registrant pursuant to Rule 13a  14(a) of
    the U.S. Securities Exchange Act of 1934, as amended.*                                                                                                                        
|     |  | (b) Certification Relating to the Originally
    Filed First Quarter 2004 Report for the period ended
    March 31, 2004, as amended by Form 10-Q/A (Amendment
    No. 1), of the Chief Financial Officer of the Registrant
    pursuant to Rule 13a  14(a) of the
    U.S. Securities Exchange Act of 1934, as amended.                    
|32.1 |  | (a) Certification of the Originally Filed
    First Quarter 2004 10-Q of the Chief Executive Officer of
    the Registrant pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.*                                                                                                
|     |  | (b) Certification Relating to the Originally
    Filed First Quarter 2004 Report for the period ended
    March 31, 2004, as amended by Form 10-Q/A (Amendment
    No. 1), of the Chief Executive Officer of the Registrant
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2 |  | (a) Certification of the Originally Filed
    First Quarter 2004 10-Q of the Chief Financial Officer of
    the Registrant pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.*                                                                                                
|     |  | (b) Certification Relating to the Originally
    Filed First Quarter 2004 Report for the period ended
    March 31, 2004, as amended by Form 10-Q/A (Amendment
    No. 1), of the Chief Financial Officer of the Registrant
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Reports on Form 8-K



| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Current Report on Form 8-K dated
    February 3, 2004 covering Item 12 of Form 8-K
    relating to the Registrants press releases on its
    fourth quarter 2003 and full year 2003 financial and
    operating results.*



---



|  |                                                         
|- | --------------------------------------------------------
|* | Filed with Originally Filed First Quarter
    2004 10-Q.

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