Filed By Inco Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Falconbridge Limited
Commission File No: 1-11284
Inco Limited Commission File No 1-1143

in touch

A newsletter for Canadian Retirees of Inco Limited

S P E C I A L    E D I T I O N

     Combining these two great companies will give us greater global reach, more financial muscle and even stronger growth prospects than we had before — in nickel and now in copper as well.

     Our core belief has always been that nickel enjoys the best prospects of any metal. That remains true. But as Scott Hand has always said, “if we could get into other metals that we know well, we would do it under the right circumstances.”

     Copper is a natural adjunct to our nickel business — we believe that they are the two most attractive metals. Coupled with strong assets in aluminum and zinc, this combination creates tremendous opportunity for the future.

You may be wondering...

Inco has been mentioned as a take-over target itself. Is this our way of preventing that?

This acquisition stands on its own merits. The new Inco will be a stronger, larger and more diversified company with outstanding prospects in Canada and around the world. Together, we will have great projects and great properties to meet growing demand in nickel and copper, as well as the financial firepower to bring them on stream. Additionally, Falconbridge brings very good assets in aluminum and zinc. Given the metals prices that we’re seeing, these operations should provide excellent cash flow to Inco.

What happens next? Are the two companies now officially one?

No, not right away. Falconbridge common shareholders will need to tender their shares so that our minimum bid condition of obtaining 2/3 of these shares will be met. Once made, our offer must remain open for Falconbridge shareholders for at least 60 days. We also require regulatory clearances from the authorities in Canada, the U.S. and the European Union.

Who will run the new company?

Scott Hand will be Chairman and CEO of the new Inco and Derek Pannell will be President. An integration team will look at a host of things related to the acquisition, including the new management structure. There are a number of committed and talented people in both organizations to lead the success of the new Inco going forward.

We’re back to keeping 

We thank you for your patience as we move forward to get back in touch with you.

     CANADA POST PUBLICATIONS MAIL AGREEMENT NUMBER 40006735

Syn·er·gy (definition): Co-operative interaction among groups that creates an enhanced combined effect.

Inco and Falconbridge have said that combining the companies will produce some $350 million annually in synergies. These synergies and cost savings will come from realizing efficiencies in overlapping operations better use of mining and processing facilities in Canada, improving procurement practices, building a common information technology base, incorporating best practices, and capital expenditure savings.

An example of how this synergy can work for us:

Right now, high-copper content ore from Inco’s McCreedy East Mine in Levack travels many miles to Inco’s mill in Sudbury. Nickel ore from Falconbridge’s Thayer-Lindsley Mine in Sudbury travels the same lengthy route in reverse to the Falconbridge mill in Levack. By swapping the mill feeds, we will save on freight costs, reduce feed variability and improve mill recoveries.

Operations and Development Projects

The new Inco will be more geographically diverse with operations, projects and offices in 28 countries and a marketing network that extends to over 40. The new company will become the world’s leading nickel producer, eighth largest copper producer, third largest zinc producer, a leading cobalt producer, and will have 10 per cent of the United States aluminum market. The new company will also possess an enviable portfolio of growth projects and will be a Canadian-based, global mining leader.

“Thank you Scott, for keeping me up to speed on this issue. I am proud to be part of the ‘new Inco’ and excited about our future in mining.”

Bill SanCartier,
reconditioner, Creighton Mine, Sudbury

“Awesome deal. Congratulations.”

Dan Labine,
environmental/
decommissioning co-ordinator,
Stobie, Garson and Whistle Mines

“This is indeed exciting news and it’s always nice to be associated with the big players.”

Raymond Rutherford,
superintendent, warehousing,
PT Inco

Reserved Scholarship Competition for Children of Canadian Employees and Pensioners 2006 Awards

Up to 22 four-year university admission scholarships will be awarded in the 2006 competition. The awards are valued at $12,000 each ($3,000 annually). Up to five $1,500 finalist scholarships may also be awarded.

Eligibility

Children of full-time Canadian employees, pensioners, expatriates from Canadian locations, and of deceased employees are eligible to enter the competition. Candidates must have a strong academic record and be enrolled in a secondary school program of studies required for university admission. Award winners are expected to enter university in 2006.

Selection

An independent committee of high school officials will select award winners on the basis of the complete academic record, SAT scores and information supplied by the applicant. Award winners will be announced in mid-August, 2006.

Application

Application forms will be available from September 6, 2005 at local schools, your place of work, and at:
Office of the Administrator
Inco Limited Scholarship Program
145 King Street West, Suite 1500
Toronto, Ontario M5H 4B7

The application deadline is April 20, 2006.

SAT Test Deadline

Applicants must register for and write the scholastic aptitude test administered by the universities and schools across Canada. SAT test material is available at the applicant’s school. The next deadline for SAT registration is December 22, 2005. The test date is January 26, 2006.

Forward-Looking Statements

This communication contains forward-looking information about Inco and the combined company after completion of the transactions described herein that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services and projects; statements regarding business and financial prospects; financial multiples and accretion estimates; statements regarding anticipated financial or operating performance and cash flows; statements regarding expected synergies and cost savings, including the timing, from the proposed combination of the two companies; statements concerning possible divestitures; and statements regarding strategies, objectives, goals and targets. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Inco, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed and identified in public filings with the U.S. Securities and Exchange Commission (“SEC”) made by Inco and include, but are not limited to: the possibility that approvals or clearances required to be obtained by Inco and Falconbridge from regulatory and other agencies and bodies will not be obtained in a timely manner; the possibility that divestitures required by regulatory agencies may not be acceptable or may not be completed in a timely manner; the possibility that the anticipated benefits and synergies and cost savings from the acquisition or related divestitures cannot be fully realized; the possibility that the costs or difficulties related to the integration of Falconbridge’s operations with Inco will be greater than expected; the level of cash payments to shareholders of Falconbridge who exercise their statutory dissenters’ rights in connection with the expected eventual combination of the two companies ; the possible delay in the completion of the steps required to be taken for the eventual combination of the two companies; business and economic conditions in the principal markets for the companies’ products, the supply, demand, and prices for metals to be produced, purchased intermediates and substitutes and competing products for the primary metals and other products produced by the companies, production and other anticipated and unanticipated costs and expenses and other risk factors relating to the metals and mining industry as detailed from time to time in Falconbridge’s and Inco’s reports filed with the SEC. The forward-looking statements included in this communication represent Inco’s views as of the date hereof. While Inco anticipates that subsequent events and developments may cause Inco’s views to change, Inco specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Inco’s views as of any date subsequent to the date hereof. Readers are also urged to carefully review and consider the various disclosures in Inco’s various SEC filings, including, but not limited to, Inco’s Annual Report on Form 10-K for the year ended December 31, 2004, and Inco’s Quarterly Reports on Form 10-Q for the quarterly periods en ded March 31, 2005 and June 30, 2005.

Important Legal Information

This communication may be deemed to be solicitation material in respect of Inco’s proposed combination with Falconbridge. On October 24, 2005, Inco filed a registration statement on Form F-8 (containing an offer to purchase and a share exchange take-over bid circular) with the SEC in connection with the proposed combination. Inco has also filed, and will file (if required), other documents with the SEC in connection with the proposed combination. Falconbridge has filed a Schedule 14D-9F in connection with Inco’s offer and has filed, and will file (if required), other documents regarding the proposed combination, in each case with the SEC.

INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain copies of the registration statement and Inco’s and Falconbridge’s SEC filings free of charge at the SEC’s website ( www.sec.gov ). In addition, documents filed with the SEC by Inco may be obtained free of charge by contacting Inco’s media or investor relations departments.

Inco retirees lead active and exciting lives. At in touch we know because we’ve published your stories. You are volunteers, inventors, world travelers, avid golfers, musicians, photographers, and so the list goes on. In touch wants to continue celebrating your achievements.

     Have you just returned from a dream vacation? Have you just celebrated a huge milestone in your life? Are you the proud relative of a grad who has benefited from the Inco scholarship program? Have you embarked on a second career you’d like other retirees to know about? Ran a marathon lately? We want you to share your stories, your pictures, your memories.

     This publication is more than a notice board about benefits, pension news and developments in the Company. It is what in touch implies, it is your way to share your retirement experiences. For so many years at Inco you had daily contact with colleagues, and ultimately your friends. In retirement that connection is not so immediate but through in touch there is a big opportunity to keep in contact.

     So mail or email us about what you’re doing. It can be as simple as a note or photograph and if you’re so inclined, a full-blown article. We’ll take it from there.

     Drop us an interesting postcard from your next trip. It just might show up in a future issue. We’ll be checking our mailbox.

In Ontario, the information number for questions on the Manulife Financial (formerly Maritime Life) health plan is:

1-866-769-5556

Manitoba Blue Cross has a toll-free number for Manitoba residents.
It is 1-800-873-2583.

Manitoba Blue Cross also has a toll-free number for Canadian residents living outside of Manitoba.
It is 1-888-596-1032.

MANITOBA
Kim Champagne
204-778-2595

SUDBURY
Nicole Giles
705-682-7175

TORONTO
Karen Callaghan
416-361-7823

PORT COLBORNE
John Kramer
905-835-6217

PAYROLL
Marissa Holla
Toll-Free: 1-866-456-5022
705-682-5875

in memoriam — friends we will miss

DIVISION / NAME		AGE		SERVICE
Sudbury
Ammattil, George		70		20
Antonioni, Thomas		73		35
Armitage, Alonzo		93		40
Arseneau, Alexandre		77		33
Augustowski, Jan		89		29
Barry, Leslie		62		37
Bazinet, Raymond		82		31
Beauchamp, Edgar		83		32
Beauchesne, Omer		79		34
Becks, Donald		83		33
Bell, Ronald		70		28
Belter, Raymond		86		31
Bertrand, Palma		73		34
Bertrand, Rheal		75		34
Bertuzzi, Ego		82		40
Bidochka, Stanley		74		35
Bielecki, Bronislaw		88		29
Bissonnette, Cecil		78		41
Boston, Roger		62		30
Brokl, Karel		73		37
Brown, Reginald		89		28
Byrne, James		76		31
Byrne, Timothy		91		37
Caprara, Ermes		84		15
Cardinal, Clifford		68		35
Carlson, J Richard		75		34
Carroll, Luke		63		30
Carvell, George		87		34
Casagrande, Dominico		89		31
Cayer, Aurel		75		20
Cecile, Weldon		77		36
Chaloux, Wilfred		80		38
Chapman, Douglas		78		28
Charron, Robert		87		31
Chartrand, Armand		67		26
Churan, Miroslaw		76		40
Clarke, Robert		74		39
Cole, John		79		37
Cooper, Donald		78		32
Coulson, David		59		32
Courchesne, George		73		35
Cousineau, Edmond		81		40
Cousineau, Jules		74		37
Cresswell, Robert		73		36
Cundari, Romeo		83		41
Cunningham, Denis		75		37
Curry, George		84		28
Darrah, Dale		65		30
Davidson, Orville		74		45
Delaire, Lawrence		88		26
Demonte, Attilio		88		29
Desbiens, Joseph		86		34
Desjardins, Rene		80		15
Dixon, James		60		33
Donoghue, John		81		34
Dube, Lucien		83		31
Duncan, Grant		75		16
Dupuis, Anthyme		77		34
Etlinger, Frank		60		31
Falconer, Frederick		73		30
Foisy, Felix		75		34
Fordy, William G		65		15
Fraser, John		72		40
Fritzemeier, Hans		86		27
Gabrenas, Pranas		87		29
Galipeau, Larry		64		29
Gauthier, Sylvio		77		39
Geddes, Gerald		90		35
Gereghty, Ralph		77		35
Grenier, George		57		31
Grier, Joseph		71		27
Gutjahr, Dale		64		33
Hache, Benoit		62		31
Hallett, Harvey		87		32
Harrison, Honorio		90		26
Harrison, Mykola		79		39
Hawkes, William		64		30
Hayduk, Walter		78		41
Heino, Eino		79		40
Henderson, Keith		88		39
Hilton, Ernest		86		37
Hitchman, Walter E		69		17
Hoop, Kenneth		75		36
Jagiello, Stanislaw		78		36
Jelly, Roger		58		30
Jewitt, William		84		30
Joly, Willie		90		29
Kaminski, Stanislaw		81		33
Kangas, Swantie		85		27
Kankaanpaa, Mauri		59		34
Kappes, Heinrich		78		32
Karklins, Vitolds		84		35
Kennedy, John		71		41
Kolz, Pawel		82		34
Kosher, William		81		37
Kovolchuk, Harry		82		26
Kozoriz, Roman		70		19
Labrosse, Yvon		87		34
Lafreniere, Gerard		71		31
Lalonde, Roger		74		37
Landriault, Orval		80		25
Langevin, Paul		77		35
Laplante, Maurice		87		42
Larcher, Gerald		69		18
Lashbrook, Sterling		72		27
Leblanc, Gerald		72		40
Leblanc, Robert		71		39
Lecompte, Roger		78		41
Leduc, J Exyst		70		23
Levesque, Arthur		69		30
Lidstone, John		88		30
Liutkus, Poivilas		92		27
Macdonald, Gordon		92		39
Macdonald, John		89		27
Mackintosh, Gerald		78		37
Maillet, Normand		78		36
Mainville, Aurele		84		34
Marcotte, Leo		77		32
Martel, Rodolph		81		41
Martin, Cleason		79		34
Mathew, Theobald		84		34
Mayer, John		82		23
Mayer, Ulysse		83		35
McBride, Gerald		88		28
McCormack, Walter		52		31
McCuaig, Dan		105		28
McDavid, William		84		27
McDougall, Donald		72		33
McDougall, Harry		68		23
McGillivray, Alex		89		38
McGuire, Wilbert		75		36
McInall, Richard		92		34
McLean, Clifford		81		29
McLennan, George		82		26
McVey, Blair		53		3
Meawasige, Clifton		57		31
Menard, Delphis		85		40
Miatello, Vittorio		77		35
Millers, Edgars		83		20
Mohns, Lloyd		83		26
Moreau, Charles		91		29
Morris, Vernon		77		44
Morrison, James		86		22
Mullen, Truman		67		35
Muncaster, W Basil		92		38
Murphy, Patrick		73		36
Myronuk, Nicholas		89		24
Neemre, Gunnar		78		34
Norton, John		93		34
Oickle, Floyd		74		32
Ouellette, Marcel		81		33
Owens, Patrick		79		37
Pagnutti, Charles		90		26
Parisotto, Pasquale		73		41
Pasquariello, Michele		82		31
Pauze, Raymond		66		32
Pawluch, Teodor		91		27
Pharand, Gedeon		89		39
Piaskoski, Joe		91		36
Piette, Leonard		72		32
Pilon, Laurier		73		40
Pinette, Walter		85		27
Polehoykie, Marvin		56		30
Preston, William		86		36
Proulx, Fernand		75		31
Purgalis, Edwards		87		29
Putigna, Angelo		76		32
Quesnel, Leopold		77		44
Rafuse, Keith		78		32
Ransom, Raymond		69		35
Raymond, Isadore		81		38
Remillard, Gilbert		71		28
Renaud, Ivan		69		36
Rewega, Fred		83		29
Ripley, Norman		87		41
Rivers, Gerald		94		39
Rochon, Carl		68		17
Rodrigue, Jean		79		39
Rondeau, Maurice		81		37
Roshinka, Sandy		82		39
Ross, Rene		83		35
Ross, William		77		37
Rousseau, Marcel		74		28
Roy, J Lionel		90		37
Roy, Leandre		67		35
Roy, Leo		72		27
Rozborski, Edward		68		36
Russell, George		90		31
Rychlewski, Wiktor		86		30
Sabourin, Jean		73		39
Samagalsky, Wasyl		84		34
Sauve, Denis		91		22
Sauve, Leo		92		36
Seguin, Florian		83		27
Seguin, Roland		82		40
Shane, Kevin		76		37
Shyminsky, Joseph		82		27
Skuro, Nick		87		36
Soltendieck, Hermann		71		32
St Amand, Thomas		91		33
St Onge, Josephat		84		41
Stanzinger, Josef		73		38
Stevenson, Harold		69		31
Syvanen, Mertsi		78		36
Szewciw, Mychajlo		81		36
Szpyt, Walter		77		33
Szymanski, Henryk		78		29
Tessier, Adrien		82		24
Tessier, Rene		79		37
Todd, Earl		84		32
Tubman, Ervine		78		35
Tyers, Cecil		87		32
Udeschini, Adrio		66		29
Vahenomme, Juhan		86		32
Vaillancourt, Kenneth		73		31
Valade, John		74		38
Vallee, Denis		53		15
Vesik, Juri		78		34
Vesterfelt, James		81		28
Wagg, D Bruce		74		34
Wallace, Gerald		88		37
Webster, Thomas		84		38
Wellings, Edmond		88		37
Weloski, John		76		35
Werner, Edward		76		39
Whittal, Victor		80		32
Wickenden, William		87		40
Willis, Edward		84		31
Wills, Walter		73		31
Wilson, Walter		80		36
Wilson, Wilbur		81		40
Wolf, Liana		70		22
Wright, Reginald		68		32
Yallowega, Michail		76		40
Port Colborne
Champis, Joseph		87		28
Charlebois, Joseph		71		20
Ciallella, Carlo		90		26
Climenhage, Robert		64		32
Dagenais, Leo		70		28
Di Matteo, Nunzio		78		36
Dyet, Johnston		72		28
Fehervary, James		76		31
Forte, Antonio		71		13
French, Donald		80		37
Giustini, Faurino		98		20
Haeberle, John		86		14
Hill, John		72		24
Kozma, Louis		78		31
Lange, Egon		79		35
Macdonald, James		81		29
Mathews, Sherman		81		36
Pagliaro, Giuseppe		85		25
Pilkey, Barbara		70		22
Plante, Aurele		81		19
Richardson, Walker		92		44
Rickard, John		90		42
Rudyk, Stanley		76		36
Schwoob, Ivan		66		19
Seca, Angelo		68		16
Toth, Julius		80		35
Young, Ancel		94		34
Toronto
Brokenshire, William		81		25
Eerkes, Thijs		69		33
Paris, Norma		82		12
Walli, Einar		72		37
Manitoba
Buckinger, Edward		74		31
Divirgilio, Antonio		80		18
Gall, Istvan		68		31
Guyan, Bruce		69		26
Lafontaine, John		81		25
Lefebvre, Jean Paul		71		18
Mathews, Rickey		54		30
Monteith, Frank		69		16
Morrison, J. Kenneth		80		23
Thompson, James		65		34
Tomchuk, Walter		66		33

     

in touch is published three times a year by the		145 King Street West
Human Resources Department of Inco Limited.		Suite 1500, Toronto, Ontario M5H 4B7
Editor: Annie Boulianne,		E-mail address: intouch@inco.com
Human Resources Inco Limited		Fax: (416) 361-7716