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

~~F O R M~~ FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For November 1526, 2002

Commission File Number 1-7953

RIO ALGOM LIMITED
(Translation of Registrant’s name into English)

66 Wellington Street West, Suite ~~4200~~3600 Toronto, Ontario, Canada (Address of Principal Executive Offices) M5H 1N6 (Zip Code)

(416) 868-7544
(Registrant’s telephone number, including area code)

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

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 x

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 x

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.: Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Submitted with this Form 6-K is the following document:

~~Annual~~Consolidated ~~Filing~~Financial ofStatements ~~Rio~~and ~~Algom~~Management’s ~~Limited~~Discussion ~~dated~~and asAnalysis offor ~~October~~the ~~23,~~three ~~2002~~months asended ~~furnished~~September to30, ~~the Toronto Stock Exchange~~2002.

~~ANNUAL~~Rio ~~FILING~~Algom ~~OF RIO ALGOM LIMITED~~Limited

~~Form 28~~Interim ~~(Ontario,~~Report ~~Alberta) Form 51-903E~~for ~~(British~~the ~~Columbia) Form 27~~Three ~~(Nova~~Months ~~Scotia, Newfoundland)~~Ended ~~Form~~September 2630, ~~(Saskatchewan)~~2002

~~Item 1~~Rio —Algom ~~Name~~Limited (Rio Algom) is an international mining company and is an indirect wholly-owned subsidiary of ~~Reporting~~BHP ~~Issuer~~Billiton Plc, a global natural resources company. Rio Algom and its subsidiaries and investees produce copper, zinc, molybdenum, gold and coal from mines in Canada, Chile, Peru and Argentina.

~~The~~All ~~name~~financial offigures ~~the~~are ~~reporting~~expressed ~~issuer~~in isUS ~~Rio Algom Limited (“Rio Algom” or “the Corporation”)~~dollars.

~~Item 2~~66 —Wellington ~~Jurisdiction~~Street ~~Under~~West, ~~Which Incorporated~~Suite 4200 Toronto, ~~Organized~~Ontario M5H ~~or Continued~~1N6

~~Rio~~RIO ~~Algom~~ALGOM isLIMITED CONSOLIDATED aBALANCE ~~corporation~~SHEETS (unaudited ~~amalgamated~~— ~~under~~in ~~the~~millions ~~Business~~of ~~Corporations~~US ~~Act (Ontario~~dollars).

Item 3 — Financial Year End


		September 30,		June 30,
		2002		2002

Assets
Current
	Cash and cash equivalents	$	207	$	206
	Receivables and prepaid expenses		74		96
	Inventories		67		60
	Loan receivable		221		—
	Current future tax assets		1		—

			570		362
Property, plant and equipment			1,027		1,043
Mining properties			172		176
Investment			216		219
Loan receivable			—		247
Other assets			4		5
Non current future tax assets			18		23

		$	2,007	$	2,075

Liabilities
Current
	Accounts payable and accrued liabilities	$	103	$	145
	Current portion of long term debt		47		45

			150		190
Long term debt			525		529
Post-employment benefit obligations			20		20
Site restoration and related obligations			46		47
Non current future tax liabilities			134		136

			875		922

Shareholders’ equity
Equity portion of convertible debentures			222		222
Preferred securities			140		140
Common shares			368		368
Contributed surplus			43		43
Cumulative translation adjustment			84		100
Retained earnings			275		280

			1,132		1,153

		$	2,007	$	2,075

~~Rio~~Approved ~~Algom’s~~on ~~financial~~behalf ~~year~~of ~~end~~the isBoard ~~June 30.~~of Directors:

~~Item 4~~“Bradford —A. ~~Voting~~Mills” ~~Securities~~Bradford ~~and~~A. ~~Principal~~Mills ~~Holders~~Director of“Gordon ~~Voting~~C. ~~Securities~~ Gray” Gordon C. Gray Director

~~Billiton Copper Holdings Inc., an indirect, wholly owned subsidiary of BHP~~2 ~~Billiton Plc, directly owns 100% (65,505,788) of the common shares of Rio~~ Algom. Each common share carries the right to one vote. There are no other voting securities. BHP Billiton Plc, is a dual-listed company with BHP Billiton Limited which together operate as a combined global natural resources group (collectively, “BHP Billiton”).

~~Item 5~~RIO ALGOM LIMITED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited — ~~Directors~~in millions of US dollars except per share data)

The following persons are the directors of Rio Algom. Each director’s term of office will expire at the next annual meeting of the shareholder or when his successor is elected or appointed.


			Three Months Ended

			September 30,			September 30,
			2002			2001

Mining revenue			$	107		$	83

Expenses
	Cost of mine production			69			46
	Selling, general and administration			4			6
	Depreciation and amortization			22			15
	Interest			9			3
	Exploration			—			1

				104			71

				3			12
Investment and other income				3			4

Earnings before taxes and equity in net earnings (loss) of associated company				6			16
Income and mining taxes				(5	)		(7	)

Earnings before equity in net earnings of associated company				1			9
Equity in net earnings (loss) of associated company				1			(1	)

Net earnings for the period			$	2		$	8

Accretion of equity element of convertible debentures			$	(3	)	$	(2	)
Dividends on preferred securities			$	(4	)	$	(2	)

(Loss) income attributable to the common shareholders			$	(5	)	$	4

Per common share:
		(Loss) net earnings for the period	$	(0.08	)	$	0.06

Weighted average shares outstanding (in millions)				65.5			65.5

~~Gordon C. Gray, Richmond Hill, Ontario~~3 ~~Director since 1976~~ Mr. Gray was Chairman of the Board of Rio Algom from 1991 to October 2000 and was also interim Chief Executive Officer of the Corporation from July 1996 to June 1997. Since 2000, Mr. Gray has been a director and Chairman of Integris Inc., a metals distribution company in which BHP Billiton has a 50% joint venture interest. Mr. Gray has been Honorary Chairman of Royal LePage Limited, a diversified real estate services company, since 1994. He has also been a director of McDonald’s Corporation since 1980 and a director of Abitibi-Consolidated Inc. since 1991.

~~David~~RIO S.ALGOM ~~R. Leighton, Komoka, Ontario~~LIMITED ~~Director~~CONSOLIDATED ~~since~~STATEMENTS ~~1978 Dr. Leighton~~OF ~~has~~CASH ~~been Chairman of the Board of the National Arts Centre,~~FLOW ~~Ottawa,~~(unaudited ~~since~~— ~~May,~~in ~~1999~~millions ~~and has been a Professor Emeritus, University~~ of ~~Western~~ ~~Ontario,~~US ~~London, Ontario since July, 1987~~dollars)

- 2 -


		Three Months Ended

		September 30,			September 30,
		2002			2001

CASH PROVIDED BY (USED IN) THE FOLLOWING:
Operating Activities
Net earnings for the period		$	2		$	8
Non-cash items:
	Depreciation and amortization		22			15
	Future income taxes		2			6
	Equity in net (earnings) loss of associated company		(1	)		1
	Other non-cash items		—			2
Site restoration and related obligations			1			—
Changes in non-cash working capital:
	Decrease (increase) in receivables and prepaid expenses and inventories		13			(2	)
	(Decrease) increase in accounts payable and accrued liabilities and taxes payable		(37	)		6

			2			36

Financing Activities
Drawdown of senior project debt facilities			22			29
Repayment of senior project debt facilities			(24	)		—
Decrease in long term debt and other obligations			(1	)		(1	)
Decrease in short term borrowings			—			(5	)
Interest on equity portion of convertible debentures			(3	)		(2	)
Dividends on preferred securities			(4	)		(2	)

			(10	)		19

Investing Activities
Decrease in loan receivable			16			32
Capital expenditures			(7	)		(64	)

			9			(32	)

Increase in cash and cash equivalents during period			1			23
Cash and cash equivalents, beginning of period			206			83

Cash and cash equivalents, end of period		$	207		$	106

~~Bradford A. Mills, Houston, Texas~~4 ~~Director and Chairman since September 26, 2001 and President and Chief~~ ~~Executive Officer since October 23, 2002~~ ~~Mr. Mills has been President — Base Metals for BHP Billiton Limited since July~~ ~~1, 2001 and assumed the duties and responsibilities of the Chief Executive~~ Officer of Rio Algom as of December 1, 2001. Prior thereto, he was Vice-President and Chief Strategic Officer from September 1999 to June 30, 2001, Vice President, Strategy, Planning and Business Development, from October 1997 to August 1999, and Executive Vice-President and Group General Manager, BHP Copper, from January 1996 to October 1997, all for BHP Limited.

~~Rio~~RIO ~~Algom~~ALGOM ~~does~~LIMITED NOTES ~~not~~TO ~~have~~THE anCONSOLIDATED ~~executive~~FINANCIAL ~~committee of its board of directors but is~~STATEMENTS ~~required~~For ~~to, and does, have an audit committee. The members of~~ the ~~Audit Committee~~first ~~are~~quarter ~~Messrs.~~ended September ~~Gray~~30, ~~Mills~~2002 and Dr2001. ~~Leighton.~~

~~Compensation~~1. Accounting ~~of Directors~~policies

The ~~following~~unaudited ~~fees~~interim ~~(in~~consolidated ~~Canadian~~financial ~~dollars~~statements of Rio Algom Limited (the “company”) are ~~paid~~prepared toin ~~directors~~accordance ~~who~~with ~~are~~accounting principles generally accepted in Canada applied on consistent basis. These interim financial statements do not contain all the information required for the ~~employees~~annual orfinancial ~~officers~~statements ofand ~~BHP~~should ~~Billiton~~be orread ~~one~~in conjunction with the June 30, 2002 annual financial statements of ~~its~~the ~~affiliates:~~company.

Annual Retainer	$	24,000
Annual Committee Retainer	$	3,000
Annual Committee Chairman Retainer	$	3,500
Board Committee Meeting Fee	$	1,500
Travel time compensation per meeting day for directors who reside more than 50 miles from the Corporation’s head office	$	1,500
Compensation for service on the business of the Corporation	Maximum $3,000 per day

2. Key operating statistics

Statement of Corporate Governance Practices


	Three Months Ended

	Sep 30, 2002		Sep 30, 2001

Copper Production (millions of pounds payable)(a)
Cerro Colorado		72		76
Highland Valley Copper		33		36
Antamina		57		—
Alumbrera (b)		24		25

		186		137

Average Copper Cash Cost (US$ per pound after by-product credits)
Cerro Colorado		0.39		0.37
Highland Valley Copper		0.50		0.52
Antamina		0.43		—
Alumbrera		0.16		0.20

Copper Sales (millions of pounds payable)(a)
Cerro Colorado		60		74
Highland Valley Copper		32		39
Antamina		67		—
Alumbrera (b)		23		22

		182		135

Average Copper Price (US$ per pound)
Cerro Colorado		0.75		0.74
Highland Valley Copper (c)		0.64		0.70
Antamina		0.64		—
Alumbrera		0.64		0.57

Other Production (a)
Gold (thousands of ounces) (b)		39		44
Molybdenum (thousands of pounds)		495		335
Coal (thousands of tonnes)		560		152
Zinc (millions of pounds)		40		—

~~The~~(a) ~~following describes~~ Rio Algom’s ~~corporate~~share. ~~governance~~(b) ~~practices~~Not asincluded ~~compared to~~in ~~The~~mining ~~Toronto~~revenue ~~Stock~~or ~~Exchange~~operating profit as the company’s ~~Guidelines~~investment onin ~~Corporate~~Alumbrera ~~Governance~~is accounted for using the equity method. (c) Includes impact of currency hedge. 5

TSE Guideline		Rio Algom Practice
(1) The board of directors of every corporation should explicitly assume responsibility for the stewardship of the corporation and, as part of the overall stewardship responsibility, should assume responsibility for the following matters:		Under the Ontario Business Corporations Act, the board has the responsibility to “manage or supervise the management of the business and affairs” of the Corporation. As the board clearly is unable to “manage” the Corporation in a day-to-day sense, it appoints professional managers to whom it delegates certain of its powers of management. Thus, the board’s duties include appointing the Corporation’s officers and senior management; setting targets, performance standards and policies to guide management; monitoring and advising management; setting

3. Segment Disclosures
(unaudited — in millions of US dollars)

- 3 -


	Compania								Compania										Corporate,
	Minera Cerro				Highland Valley				Minera										Development and
	Colorado				Copper				Antamina					Other Mining					Exploration						Total

	2002		2001		2002		2001		2002			2001		2002			2001		2002			2001			2002			2001

Segmented Earnings
For the Three Months Ended September 30, 2002 and 2001
Mining revenue		44		54		17		22		40			—		6			7		—			—			107			83
Cost of operations		27		27		13		16		24			—		6			5		—			—			70			48
Depreciation and amortization		9		11		3		3		10			—		—			1		—			—			22			15

Segment profit		8		16		1		3		6			—		—			1		—			—			15			20

Corporate expenses																				(3	)		(4	)		(3	)		(4	)
Interest expense																				(9	)		(3	)		(9	)		(3	)
Exploration																				—			(1	)		—			(1	)
Investment and other income																				3			4			3			4
Income and mining taxes																				(5	)		(7	)		(5	)		(7	)

		8		16		1		3		6			—		—			1		(14	)		(11	)		1			9
Associated company:
Equity in net earnings (loss)		—		—		—		—		—			—		—			—		1			(1	)		1			(1	)

Net earnings for the period		8		16		1		3		6			—		—			1		(13	)		(12	)		2			8

Segmented Cash Flow
For the Three Months Ended September 30, 2002 and 2001
Operating activities		24		33		11		10		(28	)		—		(2	)		1		(3	)		(8	)		2			36

Capital expenditures		5		4		—		1		2			58		—			—		—			1			7			64

TSE Guideline		Rio Algom Practice
		their compensation and, if necessary, replacing them. The aforesaid duties are executed in consultation with, or in accordance with the policies and practices of, BHP Billiton.
		To assist the board in the implementation of key policies, it delegates some of its responsibility to the Audit Committee. As part of its duties, the board reviews and, in consultation with BHP Billiton, approves the structure, mandate and composition of such committee. It also receives and reviews reports of the activities and findings of that committee. For a description of the Audit Committee, please see (13) below. Directors receive minutes of all committee meetings.
(a) adoption of a strategic planning process;		As a wholly owned subsidiary, Rio A1gom’s strategy is necessarily co-ordinated with that of its sole shareholder, BHP Billiton. Nonetheless, the board reviews and, in consultation with BHP Billiton, approves specific proposals for major capital expenditures, acquisitions, investments and divestitures. The board also reviews the Corporation’s performance against approved business plans and policies.
(b) the identification of the principal risks of the corporation’s business and ensuring the implementation of appropriate systems to manage these risks;		The board, through consultation with senior management of BHP Billiton, identifies the principal risks facing the Corporation and seeks to ensure that systems are in place to manage these risks. In this regard, the board has mandated the Audit Committee to focus, inter alia, on risk management policies, procedures and performance and to report thereon to the board.
(c) succession planning including appointing, training and monitoring senior management;		The board approves the appointment of the officers of the Corporation based on the recommendations of BHP Billiton.
(d) a communications policy for the corporation; and		The board reviews and approves for filing with the regulatory authorities, quarterly and annual reports on the performance of the Corporation and reviews all material public communications of the Corporation.

Segmented Balance Sheets
As at September 30, 2002 and June 30, 2002

- 4 -


	Compania						Compania						Corporate,
	Minera Cerro			Highland Valley			Minera						Development and
	Colorado			Copper			Antamina			Other Mining			Exploration			Total

Assets
Current assets		190	174		25	29		83	100		17	13		255	46		570	362
Fixed assets and mining properties		409	415		60	66		681	689		—	1		49	48		1,199	1,219
Investment		—	—		—	—		—	—		—	—		216	219		216	219
Other assets		9	14		3	3		—	—		—	—		10	258		22	275

Total assets		608	603		88	98		764	789		17	14		530	571		2,007	2,075

Liabilities
Current liabilities		16	15		18	17		70	109		4	2		42	47		150	190
Long term liabilities		133	134		8	8		376	379		8	8		200	203		725	732

Total liabilities		149	149		26	25		446	488		12	10		242	250		875	922

Net assets		459	454		62	73		318	301		5	4		288	321		1,132	1,153

TSE Guideline		Rio Algom Practice
(e) the integrity of the corporation’s internal control and management information systems.		The Corporation has adopted the internal control and management information systems of BHP Billiton, which cover expenditure approvals, financial controls, environment and health and safety matters. Such systems are designed to inform the board of the integrity of the financial and other data of the Corporation and are subject to audit reviews. The board also reviews reports to satisfy itself that the Corporation is in compliance with legal and regulatory requirements with respect to all of its material activities.
(2) The board of directors of every corporation should be constituted with a majority of individuals who qualify as unrelated directors. An unrelated director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the corporation, other than interests and relationships arising from shareholding. A related director is a director who is not an unrelated director. If the corporation has a significant shareholder, in addition to a majority of unrelated directors, the board should include a number of directors who do not have interests in or relationships with either the corporation or the significant shareholder and which fairly reflects the investment in the corporation by shareholders other than the significant shareholder. A significant shareholder is a shareholder with the ability to exercise a majority of the votes for the election of the board of directors.		The board of directors consists of three members, two of whom are unrelated directors (Mr. Gray and Dr. Leighton).
(3) The application of the definition of “unrelated director” to the circumstances of each individual director should be the responsibility of the board which will be required to disclose on an annual basis whether the board has a majority of unrelated directors or, in the case of a corporation with a significant shareholder, whether the board is constituted with the appropriate number of directors which are not related to either the corporation or the significant shareholder. Management		Two of the three directors are considered by the board to be unrelated directors. Gordon Gray is a director and Chairman of Integris Inc., a corporation in which BHP Billiton has a 50% joint venture interest. The board has determined that this relationship would not interfere with Mr. Gray’s ability to act with a view to the best interests of the Corporation. Mr. Leighton does not have any interest in, or relationship with, the Corporation or BHP Billiton that would interfere with his ability to act with a view to the best interests of the Corporation.

-Geographic ~~5 -~~Data

TSE Guideline	Rio Algom Practice
	Canada			Chile			Argentina			Peru			Total
directors are related directors. The board will also be required to disclose on an annual basis the analysis of the application of the principles supporting this conclusion.
For the Three Months Ended September, 2002 and 2001
(4) The board of directors of every corporation should appoint a committee of directors composed exclusively of outside, i.e., non-management, directors, a majority of whom are unrelated directors, with the responsibility for proposing to the full board new nominees to the board and for assessing directors on an ongoing basis.	As BHP Billiton determines appointments to the board, such a committee is not required.
Mining revenue		23	29		44	54		—	—		40	—		107	83
(5) Every board of directors should implement a process to be carried out by the nominating committee or other appropriate committee for assessing the effectiveness of the board as a whole, the committees of the board and the contribution of individual directors.	BHP Billiton now performs such assessments.
As at September 30, 2002 and June 30, 2002
(6) Every corporation, as an integral element of the process for appointing new directors, should provide an orientation and education program for new recruits to the board.	The Corporation’s non-management directors have been long serving and are well informed about the affairs of the Corporation.
Capital assets		66	319		474	486		216	219		681	689		1,437	1,713
(7) Every board of directors shall examine its size and, with a view to determining the impact of the number upon effectiveness, undertake where appropriate, a program to reduce the number of directors to a number which facilitates more effective decision-making.	BHP Billiton determines the size of the board. At present, the board is comprised of three directors who believe that its present size is appropriate to remain efficient and effective.
(8) The board of directors should review the adequacy and form of the compensation of directors and ensure the compensation realistically reflects the responsibilities and risk involved in being an effective director.	BHP Billiton determines the adequacy and form of director compensation.
(9) Committees of the board of directors should generally be composed of outside directors, a majority of whom are unrelated directors, although some board committees, such as the executive committee, may include one or more inside directors.	The Business Corporations Act (Ontario) requires that the Audit Committee consist of not less than three directors. Since the board currently consists of three members, each is a member of the Audit Committee.
(10) Every board of directors should expressly assume responsibility for, or assign to a committee of directors the general responsibility for developing the corporation’s approach to governance issues.	The board of directors, in consultation with BHP Billiton, is responsible for developing and reviewing Rio Algom’s approach to all matters of corporate governance, including the Corporation’s response to the TSE Guidelines.

-4. Commercial ~~6 -~~Production

TSE Guideline		Rio Algom Practice
This committee would, amongst other things, be responsible for the corporation’s response to these governance guidelines.
(11) The board of directors, together with the CEO, should develop position descriptions for the board and for the CEO, involving the definition of the limits to management’s responsibilities. In addition, the board should approve or develop the corporate objectives which the CEO is responsible for meeting.		The board reviews and, in consultation with BHP Billiton, approves all company initiatives that could have a material effect on the Corporation. In addition to those matters that by law or by the Corporation’s constituting documents must be approved by the board, various policies are in place that limit management’s authority with respect to transactions that exceed threshold amounts.
(12) Every board of directors should have in place appropriate structures and procedures to ensure that the board can function independently of management. An appropriate structure would be to (i) appoint a chair of the board who is not a member of management with responsibility to ensure the board discharges its responsibilities or (ii) adopt alternate means such as assigning this responsibility to a committee of the board or to a director, sometimes referred to as the “lead director”. Appropriate procedures may involve the board meeting on a regular basis without management present or may involve expressly assigning the responsibility for administering the board’s relationship to management to a committee of the board.		BHP Billiton, through its ability to elect the full board of directors, ensures that the board functions independently of management. The Chairman is appointed by, and is a member of management of, BHP Billiton, the sole shareholder. The Audit Committee meets on a regular basis with BHP Billiton’s internal auditors and with external auditors, without management present.

The company holds a 33.75% interest in Compania Minera Antamina S.A. (“CMA”), a joint venture with Noranda Inc. (“Noranda”) (33.75%), Teck Cominco Limited (“Teck Cominco”) (22.5%) and Mitsubishi Corporation (“Mitsubishi”) (10%). CMA has developed and now operates a copper-zinc project in Peru. Each shareholder is responsible for its proportional share of the project’s total cost of US$2.3 billion, including the payment to Centromin (a mining company owned by the Peruvian government) referred to note 5(a) below.

- On 7October 1, 2001, the CMA copper-zinc project commenced commercial production. CMA has entered into concentrate sales agreements for a significant portion of its future production with various counterparties including an affiliate.

TSE Guideline		Rio Algom Practice
(13 ) The audit committee of every board of directors should be composed only of outside directors. The roles and responsibilities of the audit committee should be specifically defined so as to provide appropriate guidance to audit committee members as to their duties. The audit committee should have direct communication channels with the internal and external auditors to discuss and review specific issues as appropriate. The audit committee duties should include oversight responsibility for management reporting on internal control. While it is management’s responsibility to design and implement an effective system of internal control, it is the responsibility of the audit committee to ensure that management has done so.		Consisting of a majority of unrelated directors who meet quarterly with the Corporation’s financial management team, BHP Billiton internal auditors and external auditors, the Audit Committee seeks to satisfy itself and the board that timely and accurate reports on the financial status of the Corporation are prepared and sent to the regulatory authorities and others, and that the Corporation’s system of internal controls is working satisfactorily. In doing so, it draws on the resources and expertise of BHP Billiton’s internal audit group, as well as those of the external auditors. It reviews and reports to the board regularly on matters involving internal controls, financial reporting and disclosure.
		More specifically, the Audit Committee is responsible for reviewing the Corporation’s financial statements before they are presented to the board and for providing effective oversight of the Corporation’s financial reporting process. It reviews and reports to the board on the Corporation’s accounting and reporting practices, as well as on the scope and adequacy of the Corporation’s financial and accounting controls and record-keeping systems. It also reviews the scope and results of the audit plans of the external auditors. In addition, this committee is responsible for reviewing the Corporation’s risk management and related activities.
(14) The board of directors should implement a system which enables an individual director to engage an outside adviser at the expense of the corporation in appropriate circumstances. The engagement of the outside adviser should be subject to the approval of an appropriate committee of the board.		In appropriate circumstances, individual directors have the right to engage outside advisors, at the expense of the Corporation, to assist the director in dealing with his responsibilities. Such an engagement is subject to discussion with the entire board.

5. Commitments and contingencies

- (a) In 8September -1998, the company, along with partners Noranda and Teck Cominco, elected to proceed with the development of the Antamina property. In connection with this election, the partners and the company made an investment commitment of US$2.5 billion. Since the actual investment was less than the investment commitment as of June 6, 2002, US$111.5 million was paid by CMA to Centromin in the quarter ended September 30, 2002.

~~Item~~ (b) The company has provided a several guarantee of its 33.75% share of Antamina’s senior debt. Rio Algom’s share of such debt amounted to US$422 million at September 630, —2002 ~~Executive~~(June 30, ~~Compensation~~2002 – US$424 million). The guarantee increased to a maximum of US$445 million in August 2002 as Antamina drew fully on its senior debt facilities. The first repayment of the senior debt of $24 million (Rio Algom’s share) was made in September 2002. Following satisfaction of a number of pre-agreed completion tests expected to occur between 2002 and February 2004, the guarantee will terminate.

~~Report~~6. Shareholder’s ~~on Executive Compensation~~equity

~~The~~ At ~~Rio~~October 31, ~~Algom~~2002, ~~board does not have a compensation committee. BHP Billiton performs~~ the ~~duties~~company ofhad ~~the~~65,505,788 ~~former~~common ~~Management~~shares ~~Resources~~ and ~~Compensation~~ ~~Committee~~C$353,378,000 ~~(the~~of ~~“MRCC”)~~5.5% ~~Accordingly,~~convertible ~~BHP~~redeemable ~~Billiton~~subordinated ~~reviews and approves all~~debentures ~~compensation matters as they pertain to the Corporation~~outstanding. ItEach ~~reviews~~debenture ~~management compensation~~is ~~policies~~convertible ~~and~~at ~~benefits, monitors management succession planning and conducts an annual review of~~ the ~~overall~~option ~~condition and quality~~ of the ~~Corporation’s~~ ~~human~~holder ~~resources. In addition, BHP Billiton reviews and approves~~into ~~executive~~common ~~compensation,~~shares ~~including~~at ~~awards~~a ~~under~~price ~~incentive compensation, and including compensation~~ of ~~the~~C$40 ~~Named~~per ~~Executive~~common ~~Officers (as defined below) and reviews and approves the salary ranges established for all employees using competitive data provided by independent consultants~~share.

~~Until June 30, 2002, the Corporation’s executive compensation consisted of base salary, short and long-term incentives, benefits and perquisites~~7. Change The Corporation’s compensation policy was designed to reward performance and maintain a competitive level of compensation for positions of similar size and scope within a framework based on total compensation compared to a benchmark group of natural resource companies. Data on the pay practices of the benchmark group was obtained from independent compensation consultants on an annual basis and a review of the total compensation program was conducted periodically in ~~order~~reporting ~~to ensure an effective design and competitive~~currency ~~positioning.~~

~~The~~ Effective ~~Corporation’s~~the ~~Incentive~~third ~~Compensation~~quarter ~~Plan,~~ended ~~in place up to June~~March 3031, 2002, ~~was~~ designed to reward participants for attaining corporate financial and operational/individual targets. Participants included all Rio Algom employees at all levels except administrative support staff. The two components (corporate financial and operational/individual performance) of incentive compensation together represented between 5% and 50% of the ~~participant~~company’s ~~base salary, depending upon the employee’s ability to influence corporate/divisional performance. The percentages allocated to each of these two components varied with responsibility levels. The~~ financial ~~component was calculated based on~~ ~~four~~statements ~~factors,~~are ~~each~~being ~~weighted~~reported toin ~~reflect~~US ~~impact on both short- and long-term financial results~~dollars. ~~Each~~US ~~factor~~dollars ~~had~~have abeen ~~minimum~~adopted ~~threshold to be met before credit~~as ~~was given and~~ the component was calculated on the aggregate of all such factors. Specifically, the factors were: (a) total copper production, (b) cash cost per pound of copper production, (c) net earnings, and (d) relative return on equity. Due to the closure of the Corporationcompany’s ~~office~~functional in Toronto, Ontario in the past fiscal year, the Corporation, in order to retain employees, paid out incentive compensation at or above target level to all participants based on the assumption that the Corporation had achieved the full performance levelcurrency.

~~Until the takeover of Rio Algom by Billiton Plc in October 2000, certain~~7 ~~executives, including certain of the Named Executive Officers, were~~ ~~participants in the 1993 Share Option Plan. The purpose of the 1993 Share~~ ~~Option Plan was to focus executives and key employees on those actions that~~ ~~increase long-term shareholder value as measured by share price. Participants~~ were eligible for awards annually at the discretion of the MRCC. Share option grants were based on a formula utilizing the product of a specific multiple and base salary divided by market value per share at the relevant time.

-Rio 9Algom -Limited Management’s Discussion & Analysis For the first quarter ended September 30, 2002

~~The multiples varied according to the participant’s position in and~~Overview ~~contribution to the Corporation. In order to enhance the Corporation’s ability~~ ~~to retain executives, awards vested at 33 1/3% per year over three years and~~ had a 10-year term, except in the event of termination or retirement (by reason of the takeover bid, the vesting of all outstanding options was accelerated and occurred in October 2000). Options were awarded at fair market value and could be exercised only during specific time periods after the release of financial results by the Corporation. Both the amount and terms of outstanding options were considered when determining whether and how many new option grants would be made. The last options granted under the 1993 Share Option Plan were made February 16, 2000.

As Rio aAlgom ~~result~~Limited of(“Rio ~~the~~Algom”) ~~takeover,~~is noan ~~further~~international ~~options~~mining ~~will~~company beand ~~granted~~is ~~for~~an indirect wholly owned subsidiary of BHP Billiton Plc, a global natural resources company. Rio Algom and its subsidiaries and investees produce ~~common~~copper, ~~shares~~zinc, ~~under~~molybdenum, ~~the~~gold ~~1993~~and ~~Share~~coal ~~Option~~from ~~Plan~~mines in Canada, Chile, Peru and Argentina.

~~Chief~~ Rio ~~Executive~~Algom’s ~~Officer~~mining ~~Compensation~~operations include the wholly owned Cerro Colorado copper mine in Chile, a 33.6% partnership interest in Highland Valley Copper in British Columbia, a 33.75% interest in the Antamina copper-zinc mine in Peru, a 25% equity investment in the Alumbrera copper-gold mine in Argentina, a 25% royalty interest in the Polaris zinc-lead mine in the Canadian Arctic which closed in September 2002 and a 29.1% joint venture interest in the Bullmoose Coal mine in British Columbia. The company has also a wholly owned copper project at the feasibility stage in Chile.

~~Michael~~ On ~~S. Parrett served as Chief Executive Officer of the corporation from March~~October 1, 2001 ~~until November 30, 2001. Following~~ the ~~departure~~Antamina ~~of the previous CEO, Mr. Parrett negotiated an employment contract with the Corporation, which included incentive pay~~copper-~~outs,~~zinc toproject ~~serve~~commenced ~~as Chief Executive Officer of the~~commercial ~~Corporation on an interim basis until November 30~~production, ~~2001.~~four ~~The~~months ~~amount~~ahead of Mrschedule. ~~Parrett’s compensation is disclosed in the Summary Compensation Table below.~~

~~Bradford~~ Effective ~~A. Mills assumed~~ the ~~duties~~third ~~and~~quarter ~~responsibilities~~ended ~~of the Chief Executive Officer as of December~~March 131, ~~2001 and was appointed to that office on October 23~~2002, ~~2002.~~the ~~Mr. Mills~~company’s ~~also serves as an executive officer of BHP~~financial ~~Billiton~~statements and isattached ~~compensated~~notes byare ~~BHP~~being ~~Billiton.~~reported ~~The~~in ~~Corporation~~US ~~pays no compensation to Mr~~dollars. ~~Mills~~ ~~and~~The noUS ~~amount is allocated or charged back to Rio~~dollar ~~Algom~~has ~~for~~been ~~Mr. Mills’~~adopted ~~services~~as to the ~~Corporation.~~company’s ~~Compensation~~functional ~~paid to Mr~~currency. ~~Mills by BHP Billiton is not included in the Summary Compensation Table below.~~

~~Gordon~~ All Ccurrency references herein are to U.S. ~~Gray~~dollars unless otherwise specified. Reference to Canadian dollars is indicated by the symbol “C$”.

~~David~~Cash S.Profile R.and ~~Leighton~~Liquidity

~~Bradford~~ Cash A.and ~~Mills~~cash equivalents at September 30, 2002 were $207 million compared to $206 million at June 30, 2002.

- Cash 10flow -from operating activities for the first quarter ended September 30, 2002 was $2 million compared to $36 million for the first quarter of last year. Cash from operating activities went down mainly due to an increase in working capital, principally at Antamina. During the quarter ended September 30, 2002, Antamina paid to Centromin (a mining company owned by the Peruvian government) as planned, $111.5 million (Rio Algom’s share: $38 million). This payment was required by the agreement under which Antamina was acquired from Centromin.

~~Summary~~ The ~~Compensation~~first ~~Table~~principal repayment of the senior project debt at Antamina of $24 million (Rio Algom’s share) was made in September 2002 and more than offset the drawdown on the senior project debt

~~The following table is a summary of compensation information for each of the~~1 ~~last three fiscal years ended June 30, 2002 and 2001 and December 31, 1999 for~~ ~~the “Named Executive Officers” at June 30, 2002, as defined in, and required to be disclosed under, the Ontario Securities Act.~~

	Annual Compensation								Long-Term
									Compensation
									Awards
Name and Principal									Options		All Other
Position (a)	Year (b)		Salary		Bonus		Other (c)		Granted		Compensation (d)
M.S. PARRETT		2002	$	138,856	$	48,600		Nil		Nil	$	226,114
President		2001	$	676,706	$	573,729		Nil		32,500	$	1,889,124
Chief Executive Officer		1999	$	294,208	$	78,250		Nil		75,750	$	12,025
J.W. LILL		2002	$	423,694	$	500,000		Nil		Nil	$	399,251
Vice-President		2001	$	622,091	$	383,877		Nil		40,000	$	2,505,311
Mining Operations		1999	$	343,750	$	119,161		Nil		62,900	$	54,272
J.A.H. BUSH		2002	$	366,510	$	93,146		Nil		Nil	$	219,331
President		2001	$	443,188	$	391,081		Nil		29,500	$	1,458,229
		1999	$	262,313	$	54,500		Nil		48,100	$	12,850
M. WIBER		2002	$	247,992	$	162,821		Nil		Nil	$	141,981
Vice-President, Environment		2001	$	269,281	$	99,185		Nil		15,000	$	1,105,875
		1999	$	171,703	$	34,000		Nil		25,800	$	32,096
F. COSTABAL*		2002	$	212,419	$	119,940		Nil		Nil	$	57,404
President, Compania Minera Cerro Colorado Limitada
F.E. PORCILE*		2002	$	183,844	$	53,427		Nil		Nil	$	908,516
President, Compania Minera		2001	$	402,837	$	240,314	$	54,430		31,000	$	134,430
Cerro Colorado Limitada		1999	$	262,195	$	51,292		Nil		62,400	$	8,599

facilities of $22 million (Rio Algom’s share).

* In ~~All~~the ~~amounts~~first ~~shown~~quarter ended September 2002, most of the capital expenditures were related to the expansion program at Cerro Colorado while most of the capital expenditures for F.the ~~Costabal~~first ~~and~~quarter F.of ~~Porcile~~last ~~are~~year inwere Urelated to the development cost of the Antamina mine.S. ~~Dollars~~Costs to complete approved capital projects will be financed through cash flow generated from operating activities.

~~(a)~~ Rio ~~Mr.~~Algom ~~Parrett~~Limited ~~was~~has ~~Vice-President~~a ~~and~~loan ~~Chief~~receivable ~~Financial~~with ~~Officer~~a ~~from~~maturity ~~1991~~date to January 3, 2000 and was Vice-President, Strategic Development and Joint Ventures from March 1, 1999 to December 11, 2000 when he was appointed President. Mr. Parrett subsequently assumed the responsibilities of ~~the Chief Executive Officer on March~~ February 1, 2003 ~~2001~~from ~~and~~a ~~held~~wholly ~~the~~owned ~~positions~~Canadian ofsubsidiary ~~President and Chief Executive Officer until November 30, 2001. Bradford A. Mills assumed the duties and responsibilities~~ of ~~the CEO as of December 1, 2001. Mr. Mills also serves as an executive officer of BHP~~ Billiton ~~and is compensated by BHP Billiton~~Plc. The ~~Corporation~~interest ~~pays~~rate on nothe ~~compensation~~loan ~~to Mr. Mills and no amount~~ is ~~allocated~~6 month orLIBOR ~~charged~~plus ~~back to Rio Algom for Mr~~0.75% ~~Mills’~~per ~~services to the Corporation~~annum. ~~Mr.~~At ~~Lill~~September 30, ~~joined~~2002, the amount ~~Corporation~~outstanding onwas ~~July~~$221 million ~~27,~~compared ~~1998 and ceased~~ to be$247 million anat ~~employee of Rio Algom on May 31~~June 30, 2002. BHP ~~J.A.H.~~Billiton ~~Bush~~Plc ~~was~~has ~~Vice-President,~~unconditionally ~~General Counsel~~ and ~~Secretary~~irrevocably ~~from~~guaranteed ~~1990~~the ~~until~~loan ~~December~~as 1,to both ~~2001~~principal ~~at which time he became President~~ and ~~served in such office until June 30, 2002~~interest. ~~Mr.~~In ~~Bush retired from~~ the ~~Corporation~~first ~~effective~~quarter ~~July~~ended 1September 30, 2002~~. Ms. Wiber has been Vice-President~~, ~~Environment~~the company ~~since~~reported ~~1994.~~for ~~Ms.~~this ~~Wiber~~loan ~~ceased~~interest toincome ~~be an employee~~ of ~~the~~$2 million ~~Corporation~~under ~~on July 1, 2002. Mr. Porcile was Vice-President, Engineering~~ investment and ~~Development~~other ~~from~~income ~~August~~(2001 ~~26,~~– ~~1997 to December 31, 1999 and~~$3 million).

-Results 11of -Operations

~~President,~~ Rio ~~Compañia~~Algom’s ~~Minera~~net ~~Cerro~~earnings ~~Colorado~~for ~~Limitada~~the ~~from~~first ~~January~~quarter 1,ended ~~2000 to~~ September ~~1, 2001, at which time Mr. Costabal assumed that role. (b) Fiscal year 2002 is comprised of 12 months (July 1, 2001 to June~~ 30, 2002), ~~fiscal~~were $2 million ~~year~~with ~~2001~~revenue ~~was comprised~~ of 18$107 million ~~months (January 1, 2000 to June 30, 2001),~~ and ~~fiscal~~operating ~~year~~profit ~~1999 was comprised~~ of ~~12 months (January 1, 1999 to December 31, 1999)~~$15 million. ~~(c) Except as disclosed below, personal benefits received by~~ In the ~~Named~~first ~~Executive~~quarter ~~Officers in each~~ of ~~fiscal~~last ~~years 2002~~year, ~~2001 and 1999 did not in~~ the ~~aggregate~~company ~~exceed~~reported ~~the~~net ~~lesser~~earnings of $~~50,000~~8 million with ~~and~~sales ~~10%~~ of ~~each~~$83 million ~~such officer’s total annual salary~~ and ~~bonus~~operating ~~for~~profit ~~each~~of ~~such year~~$20 million. ~~Regarding~~Lower ~~Mr. Porcile, the 2001 amount includes $47,734~~ earnings for ~~car benefits. (d) For each Named Executive Officer, amounts in~~ this ~~column~~current ~~may~~quarter ~~include~~resulted ~~one~~from orlower ~~more~~profit ~~of the following: premiums paid for term life insurance, the Corporation’s contributions to the Employee Stock Purchase Plan, defined~~ contribution ~~pension~~at ~~plans,~~Cerro Colorado ~~compensation paid in lieu of share option grants in the fiscal year ended June 30, 2002~~ and, inHighland ~~the~~Valley ~~case of the Named Executive Officers other than F. Costabal~~Copper, ~~change~~partly ofoffset ~~control~~by ~~payments.~~a ~~With~~profit ~~respect~~contribution attributable to ~~F. Porcile, amounts in this column include a payment representing~~ the ~~commuted~~coming ~~value of F. Porcile’s share of the Cerro Colorado Executive Pension Plan~~ on ~~termination~~stream of ~~his employment~~Antamina.

~~Share~~ All ~~Option~~production ~~Values~~references atherein ~~June 30,~~are ~~2002~~to payable pounds or payable ounces.

~~The~~Cerro ~~Corporation previously granted options to purchase Rio Algom common shares~~Colorado ~~to key employees pursuant to a share option plan adopted in 1993 (the “1993~~ ~~Share Option Plan”). Grants under this plan were discontinued following the~~ ~~takeover of Rio Algom by BHP Billiton in October 2000. All options shown were granted in respect of Rio Algom common shares pursuant to the 1993 Share Option Plan.~~

No Cerro ~~share~~Colorado ~~options~~reported ~~were~~revenue ~~exercised~~of in$44 million ~~fiscal~~for the first quarter ended September 30, 2002, bycompared ~~any~~to $54 million in the first quarter of the previous ~~Named~~year. ~~Executive~~Copper sales were 60 million pounds for the three months ended ~~Officers~~September 30, 2002, down 19% from the 74 million pounds sold in the comparable period the year before. Around 9 million supplemental pounds of copper which were scheduled to be shipped in September 2002 have been shipped in October 2002. The ~~following~~average ~~table~~realized ~~sets~~copper ~~forth~~price increased 1%, from $0.74 in 2001 to $0.75 in 2002. Copper production of 72 million pounds for the ~~value~~first quarter of this year was down 5% compared to 76 million pounds in the ~~unexercised~~first ~~share~~quarter ended ~~options~~September 30, ~~held~~2001. byThe ~~such~~average ~~officers~~cash onoperating ~~June~~costs were $0.39 per pound in 2002, up 5% from the $0.37 per pound in 2001. Operating profit for the three months ended September 30, 2002 was $8 million compared to $16 million the year before due to lower sales and higher average cash operating costs partly offset by higher average copper price.

Number of Shares

Number of

Dollar Value of

Acquired on

Aggregate Dollar

Unexercised Options

Name

Exercise

Value Realized

June 30, 2002

June 30, 2002 (a)

Exercisable

Unexercisable

Exercisable

Unexcercisable

M. S. Parrett

NIL

18,600

NIL

J. W. Lill

NIL

J. A. H. Bush

NIL

17,600

NIL

M. Wiber

NIL

13,800

NIL

F. Costabal

NIL

5,700

NIL

F. E. Porcile

NIL

9,900

NIL

Antamina

~~(a)~~ The ~~Market~~Antamina ~~value~~copper-zinc ofproject ~~Rio~~commenced ~~Algom~~commercial ~~common~~production ~~shares at fiscal year end, minus the exercise price. Billiton Plc acquired 100% of the Rio Algom common shares~~ on ~~November 29~~October 1, ~~2000 and~~ 2001.

~~- 12 -~~2

~~such~~ Rio ~~shares~~Algom’s ~~were~~share ~~de-listed~~of onthe project’s revenue for the ~~same~~first ~~date~~quarter ended September 30, 2002 was $40 million. ItRio ~~has~~Algom’s ~~been~~share ~~assumed~~of ~~that~~sales ~~the~~of ~~current~~copper ~~market~~and zinc ~~value~~amounted to 67 million pounds and 42 million pounds respectively and its share of production at the ~~common~~Antamina ~~shares~~mine ~~underlying~~was ~~the~~57 million ~~options~~pounds ~~does~~of ~~not~~copper ~~exceed~~and ~~the~~40 million ~~take-over~~pounds ~~bid~~of zinc. The average realized copper price ofwas $270.0064 per pound and the average cash operating cost after by-product credits was $0.43 per pound of copper. Rio Algom’s share of Antamina’s operating profit was $6 million for the quarter ended September 30, 2002.

~~Retirement~~ Rio ~~Plans~~Algom has provided a several guarantee of its 33.75% share of Antamina’s senior debt during the pre-completion period. Rio Algom’s share of such debt amounted to $422 million as of September 30, 2002. Antamina is now into its completion test period. Following satisfaction of a number of pre-agreed completion tests expected to occur between 2002 and February 2004, the guarantee will terminate.

~~Prior~~Highland toValley ~~their~~Copper ~~departure from employment with the Corporation, Messrs. Parrett~~(“HVC”) ~~and Bush participated in a defined benefit pension plan. The table below~~ ~~illustrates the estimated annual benefits payable to Messrs. Parrett and Bush~~ as calculated under the Rio Algom Limited Salaried Employee Pension Plan and a supplemental pension plan, assuming retirement at age 65. Mr. Parrett ceased to be employed by the Corporation in fiscal 2002 and Mr. Bush retired from the Corporation effective July 1, 2002. Accordingly, neither is accruing years of credited service any longer. Benefits shown are computed as a straight-line annuity beginning at age 65, guaranteed for ten years with no deduction for Canada Pension Plan benefits.

Final Average
Eamings (a)		Years of Credited Service (b)
		15		20		25		30		35
$	300,000	$	112,500	$	150,000	$	150,000	$	158,722	$	180,366
	400,000	$	150,000	$	200,000	$	200,000	$	213,722	$	242,866
	500,000	$	187,500	$	250,000	$	250,000	$	268,722	$	305,366
	600,000	$	225,500	$	300,000	$	300,000	$	323,722	$	367,866
	700,000	$	262,500	$	350,000	$	350,000	$	378,722	$	430,366
	800,000	$	300,000	$	400,000	$	400,000	$	433,722	$	492,866
	900,000	$	337,500	$	450,000	$	450,000	$	488,722	$	555,366
	1,000,000	$	375,000	$	500,000	$	500,000	$	543,722	$	617,866
	1,100,000	$	412,500	$	550,000	$	550,000	$	598,722	$	680,366
	1,200,000	$	450,000	$	600,000	$	600,000	$	653,722	$	742,866
	1,300,000	$	487,500	$	650,000	$	650,000	$	708,722	$	805,366
	1,400,000	$	525,000	$	700,000	$	700,000	$	763,722	$	867,866

Rio Algom’s share of revenue was $17 million for the first quarter ended September 30, 2002 compared to $22 million for the previous year’s first quarter. This reduction was mainly due to lower copper sales and lower average realized copper price that went from $0.70 per pound to $0.64 per pound. Rio Algom’s share of copper sales was 60 million pounds for the three months ended September 30, 2002 compared to 74 million pounds the year before. Rio Algom’s share of copper production at HVC was 33 million pounds for the quarter ended September 30, 2002, compared to 36 million pounds for the first quarter of last year. Average cash costs of $0.50 per pound in 2002 were down 4% from $0.52 per pound in 2001 due to continued cost reductions. Rio Algom’s share of operating profit for the quarter ended September 30, 2002 was $1 million compared to $3 million in 2001 due mainly to lower commodity prices and lower sales partly offset by lower costs.

(a)		Final Average Earnings include salary and incentive compensation for the 36 consecutive months in the last ten years of employment in which such earnings are highest.
(b)		Upon ceasing employment with the Corporation, Mr. Parrett had accrued 12 years of service and Mr. Bush had accrued 27 years of service.

Currency hedges reduced HVC’s average realized copper price by $0.05 per pound in both quarters ended September 2002 and 2001. The currency hedges will expire at the end of December 2002.

~~Prior to termination of their employment with the Corporation, J.W. Lill and M.~~Alumbrera ~~Wiber participated in a defined contribution plan (the “DC Plan”) of the~~ ~~Corporation. The DC Plan is funded by a contribution by the Corporation of 6%~~ of the participant’s salary, voluntary contributions by the participant of up to 4% of salary, and a matching corporate contribution. To the extent such amounts exceed the Revenue Canada registered retirement savings plan contribution limits, the Corporation notionally contributes such excess amount for the benefit of the participant. The amount of retirement income available upon the participant’s retirement from the DC Plan depends on the amount of actual and notional contributions made by the participant and the Corporation, and the returns earned by the accumulated and notional contributions during participation in the DC Plan.

- Rio 13Algom’s -investment in Minera Alumbrera is accounted for on an equity basis. Rio Algom’s share of net earnings was $1 million for the first quarter ended September 30, 2002 compared to a loss of $1 million for the comparable period the year before. The improvement in earnings was mainly due to a higher average copper price and lower operating costs in US dollar terms as a result of the Argentinean peso devaluation.

~~F.Costabal~~Other ~~participates, and F. Porcile prior to termination of his employment~~Mining ~~participated, in the Cerro Colorado Executive Pension Plan (the “Cerro Colorado~~ ~~Plan”) and a local defined contribution pension plan. Neither the Cerro~~ Colorado Plan nor the defined contribution plan is funded and neither is a registered pension plan. The table below illustrates the estimated annual benefit payable to Messrs. Costabal and Porcile as calculated under the Cerro Colorado Plan and the local defined contribution plan, assuming retirement at age 65. Mr. Porcile ceased employment in fiscal 2002 and is therefore no longer accruing years of credited service. Benefits shown are computed as a straight-line annuity beginning at age 65, guaranteed for ten years. All amounts shown are in U.S. dollars.

Final Average
Earnings (a)	Years of Credited Service (b)
	5		10		15		20		25
$ 150,000	$	18,750	$	37,500	$	56,250	$	75,000	$	75,000
200,000	$	25,000	$	50,000	$	75,000	$	100,000	$	100,000
250,000	$	31,250	$	62,500	$	93,750	$	125,000	$	125,000
300,000	$	37,500	$	75,000	$	112,500	$	150,000	$	150,000
400,000	$	50,000	$	100,000	$	150,000	$	200,000	$	200,000
500,000	$	62,500	$	125,000	$	187,500	$	250,000	$	250,000
600,000	$	75,000	$	150,000	$	225,000	$	300,000	$	300,000
700,000	$	87,500	$	175,000	$	262,500	$	350,000	$	350,000
800,000	$	100,000	$	200,000	$	300,000	$	400,000	$	400,000
900,000	$	112,500	$	225,000	$	337,500	$	450,000	$	450,000
1,000,000	$	125,000	$	250,000	$	375,000	$	500,000	$	500,000
1,100,000	$	137,500	$	275,000	$	412,500	$	550,000	$	550,000
1,200,000	$	150,000	$	300,000	$	450,000	$	600,000	$	600,000
1,300,000	$	162,500	$	325,000	$	487,500	$	650,000	$	650,000
1,400,000	$	175,000	$	350,000	$	525,000	$	700,000	$	700,000

Other mining comprises a 25% royalty interest in the Polaris zinc-lead mine and Rio Algom’s 29.1% joint venture interest in the Bullmoose Coal mine. Revenue of both operations for the first quarter ended September 30, 2002 was $6 million with no operating profit compared to revenue of $7 million and operating profit of $1 million for the quarter ended September 30, 2001.

(a)		Final Average Earnings include salary and incentive compensation for the 36 consecutive months in the last ten years of employment in which such earnings are highest.
(b)		The estimated years of credited service at the normal retirement date (age 65) for F.Costabal is 21. Upon ceasing employment, F. Porcile had accrued 10 years of service.

Polaris mine ceased its operations in September 2002 after exhausting its ore reserves.

~~Employee Change of Control Severance Agreements (“Severance Agreements”)~~3

The ~~Corporation~~Bullmoose ~~has~~Coal ~~Severance~~mine ~~Agreements~~is ~~with~~expected ~~Messrs. Parrett and Bush. The Severance Agreements for such officers provide for the payment of certain benefits~~ to ~~the~~exhaust ~~employee~~its ~~if,~~reserves ~~within~~by ~~the~~mid ~~three-year~~2003 ~~period~~and ~~following a change of control of~~ the ~~Corporation, the Corporation terminates the employment of the~~ ~~employee~~operations ~~for~~will ~~any~~then ~~reason~~be ~~other~~permanently ~~than cause or disability~~closed. The ~~amounts~~mine ~~payable include~~has ~~lump~~been ~~sum~~operating ~~compensation and retiring allowance payments. The lump sum~~since ~~compensation~~production ~~payment~~began ~~is based on annual base salary and the retiring allowance payment is based on the most recent target incentive for each individual,~~ in ~~each~~ ~~case multiplied by a factor varying depending on the seniority of the employee and which does not exceed three~~1983. ~~The benefits also include the~~ ~~accrual of pension and retirement benefits and the provision of insurance and~~ ~~certain personal benefits during a period of up to 36 months following the termination of employment. Amounts accrued in 2001 were subsequently paid out under these~~

~~- 14 -~~Expenses

~~agreements~~ Corporate expenses for the first quarter ended September 30, 2002 were $3 million compared to ~~each~~$4 million in the first quarter of Mrlast year. Exploration costs were nil for the first quarter of this year compared to $1 ~~Parrett~~million ~~and~~the Mrin the first quarter of the year before. Interest expense of $9 ~~Bush~~million ~~and~~reported in ~~such~~this ~~amounts~~current ~~are~~quarter ~~included~~increased infrom $3 million reported last year due mainly ~~“All~~to ~~Other~~the ~~Compensation”~~interest infrom the ~~Summary~~Antamina ~~Compensation~~financing ~~Table~~being onexpensed ~~page~~effective 10October 1, 2001 (being the date of commencement of commercial production).

~~Item 8~~Future ~~— Interests of Insiders in Material Transactions~~taxes

~~On December 15, 2000,~~ Rio Algom ~~loaned~~does ~~approximately~~not USexpect ~~$333 million (reported as US $350 million prior~~ to ~~change~~fully inutilize ~~reporting~~its ~~currency)~~tax ~~to a wholly owned Canadian subsidiary of BHP Billiton (the “Billiton Loan”)~~losses. ~~The~~Therefore ~~principal~~a ~~amount~~valuation ofallowance ~~the Billiton Loan represented a portion~~ of ~~the approximately US~~ $~~390 million (reported as US $410~~3 million ~~prior~~was totaken ~~change~~against ~~in reporting currency) proceeds received on~~ the ~~sale~~Canadian byfuture ~~Rio Algom of its interests in Atlas Ideal~~tax ~~Metals~~assets ~~Inc.~~created ~~and~~during NAMD Inc. to wholly owned subsidiaries of BHP Billiton. The Billiton Loan bears interest at six month LIBOR plus 0.75%, had an original maturity date of February 1, 2002 and is fully guaranteed as to both principal and interest by BHP Billiton. The loan agreement entered into between Rio Algom and the ~~borrower provides for certain specified events of default on occurrence of which the loan is subject to acceleration by Rio Algom~~period. ~~The~~ ~~Billiton Loan has since been renewed and has a maturity date of February 1,~~ ~~2003. At June 30, 2002, US $247 million remained outstanding on the Billiton Loan.~~

~~Effective~~Risks ~~the~~and ~~third quarter ended March 31, 2002, the Corporation adopted the~~Uncertainties ~~U.S. dollar as the Corporation’s reporting currency. See Note 3 to the~~ ~~Corporation’s Consolidated Financial Statements for the twelve months ended~~ ~~June 30, 2002.~~

AnCommodity ~~affiliate~~Price ~~of BHP Billiton provides certain treasury services to Rio Algom~~Risk ~~pursuant to a Treasury Services Agreement dated as of August 8, 2001 (the~~ ~~“Treasury Services Agreement”) The services provided include treasury, cash~~ management and corporate finance services. The Corporation pays BHP Billiton a fee for these services equal to the reasonable costs incurred by BHP Billiton in providing such services, plus in most cases a mark-up of 10%. Fees billed at cost, and with no mark-up, include payments to consultants, payments to other companies in the Billiton group and directly allocable disbursements. During the fiscal year ended June 30, 2002, the Corporation paid BHP Billiton a total of US $107,813.13 for services provided pursuant to the Treasury Services Agreement.

~~Item 9~~ The —price ~~Auditor~~of copper is the most significant factor influencing the profitability of Rio Algom. For the ~~Reporting~~first ~~Issuer~~quarter ended September 30, 2002, the company’s average realized copper price after by-product credits and excluding Alumbrera, was $0.68 per pound compared to $0.73 per pound in first quarter of last year.

~~PricewaterhouseCoopers~~Currency ~~LLP, Chartered Accountants, is the auditor of Rio Algom.~~Risk

~~Certified~~ In as1998, ofRio Algom entered into foreign exchange contracts involving approximately C$90 million per year over five years. These positions were intended to hedge the ~~23rd~~company’s ~~day~~exposure ofto ~~October~~currency risk at HVC, ~~2002~~which incurs operating expenses in Canadian dollars, but receives sales revenue in US dollars. The average exchange rate on the contracts when established was C$1.00 to US$0.70.

~~RIO~~ Contracts ~~ALGOM~~settling ~~LIMITED~~for the quarter ended September 30, 2002 resulted in realized losses of $2 million, comparable to the losses realized in the first quarter of last year. The remaining contracts expire in December 2002.

~~By:~~Mining ~~“Philippe Monier” Philippe Monier Chief Financial Officer~~Risk

The business of mining for metals is generally subject to a number of risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground failures, changes in the regulatory environment, delays in the permitting and licensing of new projects and natural phenomena such as inclement weather conditions, floods and earthquakes.

Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. Although the company maintains insurance against risks that are typical of the mining industry, such insurance may not provide adequate coverage under all circumstances.

Estimates involving metal recoveries and capital and operating costs are based upon feasibility studies, which assess anticipated tonnage and grades of ore to be mined and processed, the configuration of the orebody, facility and equipment requirements, environmental and reclamation activities and other factors. As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns as estimated in feasibility studies.

Political and Financial Market Risks

Adverse political and economic developments can affect the performance of an investment. While project-financing arrangements may contain exclusions for certain political risks, including those covered by political risk insurance taken out by the relevant bank syndicate, the company’s equity investment in these projects is not covered.

Outlook

The business environment remains uncertain in the short term and no significant improvement in the demand for base metals commodities is expected soon. World production of copper exceeded consumption in 2001 and continued to do so in 2002 albeit to a lesser extent due to production shut downs in the industry. The resulting stock overhang contributed to ongoing weak copper prices.

Looking forward, we believe that the copper market outlook remains favourable. Once world industrial production growth returns to more normal levels, we would expect a rapid reduction in world inventories and the associated reversion of base metals prices to their long-term trends.

Caution Regarding Forward-Looking Information

Some of the disclosures included herein respecting production and production capacity, mineral reserves, resources and grades, mine life expectations, mining and treatment methods, metal prices, sales volumes, cash, operating, development and total costs, development schedules and budgets, financing, expenditures, returns and economic and market conditions, represent forward-looking statements (as defined in the U.S. Securities Exchange Act of 1934). Such statements are based on assumptions and estimates related to future economic and market conditions.

While the reasonableness of such assumptions and estimates is reviewed by management, unusual or unanticipated events may occur which render them inaccurate. Factors that could cause actual results to differ materially include, among others: the risks and uncertainties described earlier and in the financial statements, international economic and political conditions, cyclical and volatile commodity prices, availability of materials and equipment, failure to receive necessary government permits, delays in anticipated start-up dates, unusual weather or operating conditions, force majeure events, metallurgical and other processing problems, lower-than-expected ore grades, unanticipated ground and water conditions, failure of equipment or processes to operate in accordance with specifications or expectations and litigation. Under such circumstances, future performance may differ materially from expectations.

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.

Date: November 15, 2002		RIO ALGOM LIMITED (Registrant)
Date: November 26, 2002	RIO ALGOM LIMITED (Registrant)
	By:	~~“Phillippe~~/s/ Philippe Monier” Name: Philippe Monier Title: Chief Financial Officer
		Philippe Monier Chief Financial Officer

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