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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 8-K
  
 
  Inco Limited
  Canada
    
    1-1143
    
    98-0000676(State or other jurisdiction
    
    (Commission
    
    (I.R.S. Employerof incorporation or organization)
    
    file number)
    
    Identification Number)
 145 King Street West, Suite 1500
Toronto, Ontario M5H 4B7
     ̈
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ̈
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ̈
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) ̈
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))




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Item 5.02.
    
    Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
 (b)
    
    Farokh S. Hakimi, Executive Vice-President and Chief Financial Officer of Inco
Limited (the Company), will be resigning from this position with the Company as well
as all other positions he holds with subsidiaries of the Company effective November 1,
2005. Pursuant to the agreement between the Company and Mr. Hakimi effective as of
December 3, 2002, as described under Termination of Employment and Change in Control
Arrangements in the Companys Proxy Circular and Statement covering the Annual and
Special Meeting of Shareholders of the Company held on April 20, 2005, Mr. Hakimis
separation from the Company will constitute a termination of employment and he will,
accordingly, be receiving certain severance payments and other benefits for a 36-month
period beginning after the effective date of his resignation.
 (c)
    
    (1)
    
    As reflected in the press release issued by the Company on August 9, 2005,
filed as an Exhibit to this Report, Mr. Robert D.J. Davies has been appointed as
Executive Vice-President and Chief Financial Officer of the Company, effective November
1, 2005. There are no agreements between Mr. Davies and any other person employed by
or affiliated with the Company pursuant to which Mr. Davies was selected as an officer
of the Company.
 (2)
    
    Mr. Davies, who is currently 55 years of age, has served as Chief Financial
Officer of Alumina Limited, the 40 per cent partner in the Alcoa World Alumina and
Chemicals (AWAC) business, since Alumina Limited was formed as a separate
publicly-traded Australian company (having American Depository Shares traded on the New
York Stock Exchange) as a result of the December 2002 demerger of WMC Limited. Alumina
Limiteds reported total assets were approximately Aus. $1.9 billion as of June 30,
2005 and its reported net profit for the six months ended June 30, 2005 was
approximately Aus. $163 million. From 1997 until December 2002, Mr. Davies served as
General Manager, Treasury and Tax, for WMC Limited, responsible for treasury, tax
investor relations and risk management for this company. WMC Limiteds reported
revenues for its last full year ended December 31, 2001 prior to its December 2002
demerger were approximately Aus. $2.35 billion and its reported total assets as of the
end of 2001 were approximately Aus. $10 billion.(3)
    
    Mr. Davies will be entering into the same termination of employment and change
in control agreements with the Company as those described for senior officers of the
Company under Termination of Employment and Change in Control Arrangements in the
Companys Proxy Circular and Statement for its Annual and Special Meeting of
Shareholders held on April 20, 2005. The forms of such agreements are included as
exhibits to the Companys Annual Report on Form 10-K for the year ended
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December 31, 2004. Under these agreements he will be entitled, in the event
of (i) an involuntary termination of employment (except for cause) or
resignation under circumstances making such resignation not wholly voluntary
(Good Cause Resignation) or (ii) an involuntary termination of employment
(except for cause) or a Good Cause Resignation within two years following a
change in control of the Company (as defined in the agreements), to continue
to receive salary and certain other payments and benefits (including
payments to which he would be entitled under certain incentive plans as a
result of a change in control and participation in medical, insurance and
certain other benefit plans) for a severance period not exceeding 36 months,
and to exercise for a period of up to five years any vested or unvested
share options outstanding as of the date of an involuntary termination of
employment or Good Cause Resignation. These agreements also provide that,
during the severance period, he would continue to receive applicable age and
service credits under the Companys non-qualified retirement plans but such
retirement benefits would generally not be payable until the expiration of
such severance period, and would also be entitled to certain gross up
payments in respect of certain U.S. excise taxes, if applicable, payable
under these agreements as a result of an involuntary termination or Good
Cause Resignation following a change in control under (ii) above. These
rights are in lieu of any rights which he would have had at common law and
are in addition to rights which he may have upon an involuntary termination
of employment pursuant to other benefit plans (other than severance plans)
of the Company.
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SIGNATURE
  INCO LIMITEDBy:
    /s/ Stuart F. FeinerStuart F. FeinerExecutive Vice-President
General Counsel and Secretary  3




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EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit
    
    Page
   4