6-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the
Securities Exchange Act of 1934

For August 29, 2006
Commission File No. 1-11284

FALCONBRIDGE LIMITED
(Translation of registrant's name into English)

181 Bay Street, Suite 200, BCE Place,
Toronto, Ontario, Canada M5J 2T3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F o Form 40-F ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes o No ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes o No ý

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):                              

Furnished herewith are:

Exhibit 99.1	Material Change Report of Falconbridge Limited, dated August 28, 2006.
Exhibit 99.2	News Release, dated August 17, 2006, of Xstrata plc regarding "Falconbridge Announces Changes to Board of Directors".
Exhibit 99.3	News Release, dated August 28, 2006, of Xstrata plc regarding "Xstrata Acquires Additional 4.9% of Falconbridge and Commences Compulsory Acquisition to Achieve 100%".

        The Material Change Report shall also be deemed filed for purposes of the Securities Exchange Act of 1934 (including for the purpose of being incorporated by reference into one or more registration statements under the Securities Act of 1933, as amended). The Material Change Report is specifically incorporated by reference into the registrant's Registration Statement on Form S-8 (File No. 333-126529).

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FALCONBRIDGE LIMITED (Registrant)
August 29, 2006
	By:	/s/ "Stephen K. Young" Stephen K. Young — Corporate Secretary

Exhibit Index

Exhibit No.	Description
Exhibit 99.1	Material Change Report of Falconbridge Limited, dated August 28, 2006.
Exhibit 99.2	News Release, dated August 17, 2006, of Xstrata plc regarding "Falconbridge Announces Changes to Board of Directors".
Exhibit 99.3	News Release, dated August 28, 2006, of Xstrata plc regarding "Xstrata Acquires Additional 4.9% of Falconbridge and Commences Compulsory Acquisition to Achieve 100%".

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Exhibit Index

EX-99.1

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Exhibit 99.1

Form 51-102F3

MATERIAL CHANGE REPORT

Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations

ITEM 1:	REPORTING ISSUER
	Falconbridge Limited ("Falconbridge") Ste. 200 - 181 Bay Street, P.O. Box 755, BCE Place Toronto, ON M5J 2T3
ITEM 2:	DATE OF MATERIAL CHANGE
	August 17, 2006 and August 26, 2006
ITEM 3:	PRESS RELEASE
Press releases with respect to the material changes referred to in this report were issued on August 17, 2006 and August 26, 2006 by Falconbridge.
ITEM 4:	SUMMARY OF MATERIAL CHANGE
On August 17, 2006, Falconbridge announced that following the acquisition by Xstrata plc ("Xstrata ") of 257,700,100 common shares of Falconbridge (the "Common Shares") pursuant to Xstrata's offer to acquire all Common Shares not already owned by Xstrata (the "Offer") (giving Xstrata ownership of 92.1% of the Common Shares on a fully diluted basis) each of the members of the board of directors resigned at Xstrata's request, with the exception of James Wallace who has agreed to remain as a member of the interim Falconbridge board. The board has been replaced by Xstrata nominees.
On August 26, 2006 Xstrata announced that as at the expiry time of the Offer at midnight (Vancouver time) on Friday, August 25, 2006, an additional 18,637,431 Common Shares had been validly deposited to the Offer. Since the Offer was accepted by holders of more than 90% of the Common Shares, Xstrata will exercise its right under the compulsory acquisition provisions of section 188 of the Business Corporation Act (Ontario) to acquire all outstanding Common Shares not already owned by Xstrata.
ITEM 5:	FULL DESCRIPTION OF MATERIAL CHANGE
On August 17, 2006 Falconbridge announced that following the acquisition by Xstrata of 257,700,100 Common Shares (giving Xstrata ownership of 92.1% of the Common Shares on a fully diluted basis) each of the members of the board of directors resigned at Xstrata's request, with the exception of James Wallace who has agreed to remain as a member of the interim Falconbridge board. The board has been replaced by Xstrata nominees Benny Levene, Thras Moraitis, William Ainley, Douglas Knight and James Wallace. Mr. William Ainley will serve as chair of the board.

Falconbridge also announced the departure of Mr. Derek Pannell, former Chief Executive Officer of Falconbridge and Mr. Steve Douglas, former Chief Financial Officer.
Falconbridge also announced that the New York Stock Exchange has notified Falconbridge that the trading of the Common Shares on the New York Stock Exchange would be suspended prior to the commencement of trading on August 18, 2006.
On August 26, 2006, Xstrata announced that as at the expiry time of the Offer at midnight (Vancouver time) on Friday, August 25, 2006, an additional 18,637,431 Common Shares had been validly deposited to the Offer. Xstrata has taken up and accepted for payment all shares tendered, which represent approximately 4.9% of the issued and outstanding Common Shares on a fully diluted basis. Xstrata now beneficially owns 369,101,784 Common Shares or approximately 97.1% of the issued and outstanding Common Shares on a fully diluted basis. Payment will be made to shareholders who tendered their Common Shares before the expiry time on or before August 30, 2006.
Xstrata's offer has now expired. Since the Offer was accepted by holders of more than 90% of the Common Shares, Xstrata will exercise its right under the compulsory acquisition provisions of section 188 of the Business Corporations Act (Ontario) to acquire all outstanding Common Shares not already owned by Xstrata at the same price of $62.50 per Common Share by mailing a formal notice to all remaining Falconbridge shareholders as soon as possible.
The foregoing descriptions of the August 17, 2006 press release and of the August 26, 2006 press release do not purport to be complete and are qualified in their entirety by reference to the full text of the press releases attached as Schedule A and Schedule B hereto, respectively.
ITEM 6:	RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
	Not applicable.
ITEM 7:	OMITTED INFORMATION
	Not applicable.

ITEM 8:	SENIOR OFFICER
The following senior officer of Falconbridge is knowledgeable about the material change and this report:
	Stephen Young Ste. 200 - 181 Bay Street Toronto, ON M5J 2T3
	Fax: (416) 982-7490
ITEM 9:	DATE OF REPORT
	August 28, 2006.

FALCONBRIDGE LIMITED
By:	(signed) STEPHEN YOUNG Name:    Stephen Young Title:    Corporate Secretary

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Exhibit 99.1

EX-99.2

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Exhibit 99.2

Schedule A

press release

FALCONBRIDGE ANNOUNCES CHANGES
TO BOARD OF DIRECTORS

Toronto, Ontario, August 17, 2006 — Falconbridge Limited announced today that following the acquisition by Xstrata plc of 257,700,100 common shares of Falconbridge ("Common Shares") (giving Xstrata ownership of 92.1% of the Common Shares on a fully diluted basis) each of the members of the board of directors has resigned at Xstrata's request, with the exception of James Wallace who has agreed to remain as a member of the interim Falconbridge Board. The board has been replaced by Xstrata nominees Benny Levene, Thras Moraitis, William Ainley, Douglas Knight and James Wallace. Mr William Ainley will serve as chair of the Board.

Derek Pannell, former Chief Executive Officer of Falconbridge Limited and Steve Douglas, former Chief Financial Officer, will leave the company from this point.

The Company also announced that the New York Stock Exchange has notified the Company today that the trading of Common Shares on the New York Stock Exchange will be suspended prior to the commencement of trading on August 18, 2006.

FOR FURTHER INFORMATION PLEASE CONTACT:

Dominique Dionne
Tel: 514 745 9370
Email: Dominique.dionne@falconbridge.com

Claire Divver
Tel: +44 7785 964340
Email: cdivver@xstrata.com

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Exhibit 99.2

Schedule A

EX-99.3

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Exhibit 99.3

Schedule B

NEWS RELEASE

XSTRATA ACQUIRES ADDITIONAL 4.9% OF FALCONBRIDGE AND
COMMENCES COMPULSORY ACQUISITION TO ACHIEVE 100%

Zug, 26 August 2006

Xstrata is pleased to announce that as at the expiry time of its offer at midnight (Vancouver time) on Friday, 25 August 2006, an additional 18,637,431 common shares of Falconbridge (the "Common Shares") had been validly deposited to Xstrata's offer to acquire all Common Shares not already owned by Xstrata. Xstrata has taken up and accepted for payment all shares tendered, which represent approximately 4.9% of the issued and outstanding Common Shares on a fully diluted basis. Xstrata now beneficially owns 369,101,784 Common Shares or approximately 97.1% of the issued and outstanding Common Shares on a fully diluted basis. Payment will be made to shareholders who tendered their Common Shares before the expiry time on or before 30 August 2006.

Xstrata's offer has now expired. Since the Offer was accepted by holders of more than 90% of the Common Shares, Xstrata will exercise its right under the compulsory acquisition provisions of section 188 of the Business Corporations Act (Ontario) to acquire all outstanding Common Shares not already owned by Xstrata at the same price of C$62.50 per Common Share by mailing a formal notice to all remaining Falconbridge shareholders as soon as possible.

Falconbridge shareholders with questions or requests for copies of the documents, please call Kingsdale Shareholder Services Inc. at +1-866-639-7993. Banks and brokers should call at +1-416-867-2272. Further information is available from www.xstrata.com/falconbridge.

ends

Xstrata contacts

Claire Divver		Dominique Dionne
Telephone	+44 20 7968 2871	Xstrata Nickel
Mobile	+44 7785 964 340	Telephone	+1 514 294-5898
Email	cdivver@xstrata.com	Email	ddionne@xstratanickel.ca

Each of Deutsche Bank AG, JPMorgan Cazenove Limited and TD Securities Inc. is acting exclusively for Xstrata plc ("Xstrata" or the "Company") and no one else in connection with the acquisition of Falconbridge (the "Falconbridge Acquisition") and will not be responsible to anyone other than Xstrata for providing the protections afforded to its clients or for providing advice in relation to the Falconbridge Acquisition and/or any other matter referred to in this announcement.

The offer for Falconbridge referred to herein (as the same may be varied in accordance with applicable law, the "Offer") is being made by Xstrata Canada Inc. (the "Offeror"), a wholly-owned indirect subsidiary of the Company.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The Offer is being made exclusively by means of, and subject to the terms and conditions set out in, the offer and offering circular filed on 18 May 2006, as amended, varied and supplemented by the notice of extension dated 7 July 2006, the notice of variation dated 11 July 2006, the notice of variation dated 21 July 2006 and the notice of extension dated 15 August 2006, all filed with Canadian provincial and United States federal securities regulators.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Unless the context otherwise requires, references in this announcement to the "Falconbridge Acquisition" assume an acquisition under the Offer of all outstanding Falconbridge common shares not already owned by the Xstrata group.

Nothing in this announcement is an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any other jurisdiction. The securities of Xstrata referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and such securities may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond Xstrata's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Xstrata group's actual results of operations, financial condition, liquidity, dividend policy and the development of the industries in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement. Further, actual developments in relation to the Falconbridge Acquisition and the expected completion, and timing of completion, of the Falconbridge Acquisition may differ materially from those contemplated by forward-looking statements depending on certain factors which include, but are not limited to, the risks that the Xstrata group may not realise the anticipated benefits, operational and other synergies and/or cost savings from the Falconbridge Acquisition and/or the acquisition by the Xstrata group of a one third interest in Cerrejón which completed on 12 May 2006 and/or the acquisition by the Xstrata group of BHP Billiton Tintaya S.A. ("Tintaya") which completed on 21 June 2006 and the Xstrata group may incur and/or experience unanticipated costs and/or delays or difficulties relating to integration of the enlarged Xstrata group. In addition, even if the results of operations, financial condition, liquidity and dividend policy of the Xstrata group, and the development of the industries in which it operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to, general economic and business conditions, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, currency fluctuations (including the €/US$, £/US$, A$/US$, C$/US$, ZAR/US$, the Colombian peso/US$, the Peruvian Sol/US$, the Chilean peso/US$ and the Norwegian Kroner/US$ exchange rates), the Xstrata group's ability to integrate new businesses (including the Falconbridge group, the Xstrata group's interest in Cerrejón and Tintaya) and recover its reserves or develop new reserves and changes in business strategy or development plans and other risks.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules (the "Listing Rules"), the Disclosure Rules and the Prospectus Rules of the UK Financial Services Authority), Xstrata does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that earnings per Xstrata ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per Xstrata ordinary share.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Recent developments in relation to Xstrata's offer for Falconbridge:

Falconbridge announced on 22 August 2006 that, following the expiry of Falconbridge's offer dated 26 June 2006 (the "Novicourt Offer") to purchase all of the outstanding common shares of Falconbridge's subsidiary, Novicourt Inc., not already owned by Falconbridge (the "Novicourt Shares"), an additional 1,270,923 Novicourt Shares had been tendered under the Novicourt Offer. Novicourt Shares tendered to Falconbridge were taken up and paid for by 25 August 2006. As at 6:00 p.m. (Toronto time) on 22 August 2006, the expiry time of the Novicourt Offer, and taking into account the Novicourt Shares taken up on 9 August 2006, a total of 6,339,593 Novicourt Shares, representing approximately 83.2% of all Novicourt Shares that were not already owned by Falconbridge, had been tendered to the Novicourt Offer. Falconbridge intends to acquire all outstanding Novicourt Shares not tendered to the Novicourt Offer, pursuant to a subsequent acquisition transaction, with the result that Novicourt will become a wholly-owned subsidiary of the Xstrata group.

For the purposes of and in accordance with the Listing Rules, Xstrata confirms that, except as disclosed in this announcement and/or as disclosed in the Xstrata shareholder circular dated 30 May 2006 and/or the announcements issued by Xstrata on 11, 19, 20, 25, 27 and 28 July 2006 and 14, 15, 17 and 21 August 2006 in connection with the Falconbridge Acquisition and/or the Xstrata shareholder circular dated 20 July 2006 and/or as otherwise disclosed by Xstrata via a Regulatory Information Service approved by the UK Financial Services Authority, there has been no significant change affecting any matter contained in the announcement issued by Xstrata on 17 May 2006 in connection with the Falconbridge Acquisition (the "17 May 2006 Announcement") and no other significant new matter has arisen which would have been required to be mentioned in the 17 May 2006 Announcement if it had arisen at the time of preparation of the 17 May 2006 Announcement.

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Exhibit 99.3

Schedule B