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

~~FORM~~ Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

For ~~April~~May 1729, 2003

______________________________

Commission File Number 1-7953

~~RIO~~Rio ~~ALGOM~~Algom ~~LIMITED~~Limited ~~(Translation of Registrant’s name into English)~~

(Translation of Registrant’s name into English)

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


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

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

(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 þ

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 ~~No X~~ o No þ

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 ~~No X~~ o No þ

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 ~~No X~~ o No þ

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 are the following documents:

~~Rio~~Press ~~Algom~~Release ~~Limited press release~~ dated ~~April 9~~May 29, 2003 ~~concerning~~relating ~~certain amendments~~ to the ~~terms~~financial ofresults for the ~~proposed~~third ~~sale~~quarter ofended ~~its 25% equity interest in the Alumbrera copper-gold mine in Argentina. Material Change Report dated April 16~~March 31, 2003 ~~filed by Rio Algom Limited with Canadian securities regulatory authorities concerning the amendments~~.

~~RIO~~Interim ~~ALGOM~~Report ~~LIMITED~~for the nine months ended March 31, 2003.

~~PRESS~~Rio ~~RELEASE~~ Algom News Contact:Peter De Zwart Tel: 713-961-8237

~~Toronto~~Financial Results for the third-quarter Ended March 31, ~~Ontario~~2003

~~April~~TORONTO, May 929, 2003 – Rio Algom Limited today reported net earnings of US$22 million for the third quarter ended March 31, 2003 compared to US$17 million for the quarter ended March 31, 2002. Net earnings for the nine months ended March 31, 2003 were US$43 million compared to US$33 million for the year before.

Rio Algom Limited, a wholly-owned subsidiary of BHP Billiton, today announced that it has agreed with Wheaton River Minerals Ltd. (“Wheaton”) and Northern Orion Explorations Limited (“Northern Orion”) to certain amendments to the terms of Rio Algom’s previously announced agreement with Wheaton for the sale of Rio Algom’s 25% equity interest in the Alumbrera copper-gold mine in Argentina.


	Quarter ended		Quarter ended
	Mar 31, 2003		Mar 31, 2002

Total revenue (US$ millions)	$	130	$	113
Operating profit (US$ millions)		33		20
Net earnings for the period (US$ millions)	$	22	$	17

~~Under~~Higher ~~the~~earnings ~~amended arrangements, Northern Orion will participate with Wheaton in the acquisition~~ of ~~Rio~~US$22 million ~~Algom’s~~resulted ~~25%~~mainly ~~interest~~from inhigher ~~Alumbrera.~~average ~~If Northern Orion~~realized ~~fails~~copper ~~to obtain commitments for funding its share of the acquisition or to secure such funding~~prices, ~~Wheaton~~partly ~~will~~offset beby ~~obliged~~lower tosales ~~complete the transaction in accordance with the originally agreed terms~~volume.

~~The~~Cash ~~purchase~~and ~~price~~cash ~~for~~equivalents ~~Rio~~at ~~Algom’s~~March 31, ~~interest~~2003 inwere ~~Alumbrera is~~ US$~~180~~243 million, ~~of which~~compared ~~not less than~~ to US$~~130~~206 million ~~will~~at beJune 30, ~~payable~~2002. onCash ~~closing.~~flow ~~The~~from ~~scheduled~~operating activities for the ~~date~~third ofquarter ~~closing~~ended ~~has~~March 31, ~~been~~2003 ~~extended~~was US$53 million compared to ~~June~~US$38 23million for the quarter ended March 31, ~~2003~~2002.

~~For further information contact Francis McAllister at 713-961-8625.~~Highlights:

~~FORWARD~~• ~~LOOKING~~On ~~STATEMENT~~January ~~AND~~31, ~~INVESTOR~~2003, ~~NOTICE~~ the company redeemed all of the C$353,378,000 outstanding 5.5% convertible debentures. • Realized copper prices (excluding Alumbrera) were US$0.77 per pound for the third quarter of this year compared to US$0.71 per pound in the third quarter of last year. • Cash flow from operating activities before changes in non-cash working capital was US$46 million for the quarter compared to US$41 million for the third quarter of last year. • Rio Algom reached conditional agreement for the disposal of its 25% equity interest in the Alumbrera copper-gold mine in Argentina for the purchase price of US$180 million. The conditions have not yet been satisfied.

~~This~~Effective press release may contain forward-looking information (statements that are not historical facts and relate to future performance) that involves risks and uncertainties. The forward-looking statements are made pursuant to the ~~Safe~~third ~~Harbor~~quarter ~~provisions~~ended ~~of the Private Securities Litigation Reform Act of 1995. The statements in this press release regarding the expected date of closing of the transaction~~March 31, ~~any other effect~~2002, ~~result or aspect of~~ the ~~proposed transaction~~company’s ~~and any other future~~ financial statements, are ~~forward-looking~~being ~~statements. Such~~reported statements involve risks and uncertainties, including, but not limited to, costs, delays, and any other difficulties related to the transaction, failure of the parties to satisfy closing conditions, risks and effects of legal and administrative proceedings and governmental regulations. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in ~~material~~US ~~aspects from those currently anticipated~~dollars. ~~Accordingly, readers should not place undue reliance on~~ ~~forward-looking statements.~~

~~MATERIAL~~Rio ~~CHANGE~~Algom ~~REPORT~~Limited 66 Wellington Street West, Suite 4200 Toronto, Ontario Canada M5H 1N6

~~Pursuant~~Rio toAlgom Limited

~~Section 85(1)~~Interim ofReport ~~the~~for ~~Securities Act (British Columbia) Section 146(1) of~~ the ~~Securities~~Nine ~~Act~~Months ~~(Alberta)~~Ended ~~Section~~March ~~84(1)~~31, ~~of the Securities Act (Saskatchewan)~~2003 ~~Section 75(2) of the Securities Act (Ontario)~~ ~~Section 73 of the Securities Act (Quebec) Section 81(2) of the Securities Act (Nova Scotia) Section 76(2) of the Securities Act (Newfoundland)~~

~~Item 1~~Rio —Algom ~~Reporting~~Limited ~~Issuer:~~(Rio Algom) is an international mining company and is an indirect wholly-owned subsidiary of BHP 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.

~~Rio~~All ~~Algom~~financial ~~Limited~~figures ~~c/o~~are ~~Fasken~~expressed ~~Martineau~~in ~~DuMoulin~~US ~~LLP 66 Wellington Street West Suite 4200, Toronto-Dominion Bank Tower Toronto-Dominion Centre Toronto, Ontario M5K 1N6~~dollars.

~~Item 2~~Page ~~— Date of Material Change:~~1

~~April~~RIO 8,ALGOM ~~2003~~LIMITED CONSOLIDATED BALANCE SHEETS (unaudited – in millions of US dollars)

Item 3 — Press Release:


		March 31, 2003		June 30, 2002

Assets
Current
	Cash and cash equivalents	$	243	$	206
	Receivables and prepaid expenses		73		96
	Inventories		62		60

			378		362
Property, plant and equipment			1,011		1,043
Mining properties			169		176
Investment			233		219
Loan receivable			—		247
Other assets			5		5
Non current future tax assets			80		23

		$	1,876	$	2,075

Liabilities
Current
	Accounts payable and accrued liabilities	$	108	$	145
	Current portion of long term debt		47		45

			155		190
Long term debt			501		529
Post-employment benefit obligations			20		20
Site restoration and related obligations			46		47
Non current future tax liabilities			205		136

			927		922

Shareholders’ equity
Equity portion of convertible debentures			—		222
Preferred securities			140		140
Common shares			368		368
Contributed surplus			43		43
Cumulative translation adjustment			90		100
Retained earnings			308		280

			949		1,153

		$	1,876	$	2,075

AApproved ~~press release with respect to the material change described herein was issued~~ on ~~April~~behalf 9,of ~~2003 through~~ the ~~Canada~~Board ~~Newswire~~of ~~Service in Toronto, Ontario.~~Directors:

~~Item 4~~/s/ —Bradford ~~Summary~~A. ofMills ~~Material~~Bradford ~~Change:~~ A. Mills Director /s/ Gordon C. Gray Gordon C. Gray Director

~~Rio~~Page Algom Limited (“Rio Algom”) has agreed with Wheaton River Minerals Ltd. (“Wheaton”) and Northern Orion Explorations Limited (“Northern Orion”) to certain amendments to the terms of Rio Algom’s previously announced agreement with Wheaton for the sale of Rio Algom’s 25% equity interest in the Alumbrera copper-gold mine in Argentina. Under the amended arrangements, Wheaton and Northern Orion will, through a jointly owned acquisition company, acquire Rio Algom’s interests in Alumbrera.2

~~Item 5~~RIO —ALGOM ~~Full~~LIMITED CONSOLIDATED ~~Description~~STATEMENTS OF EARNINGS (unaudited – in millions of ~~Material~~US ~~Change:~~dollars except per share data)

Rio Algom has agreed with Wheaton and Northern Orion to certain amendments to the terms of Rio Algom’s previously announced agreement with Wheaton for the sale of Rio Algom’s 25% equity interest in the Alumbrera copper-gold mine in Argentina.


			Three Months Ended						Nine Months Ended

			March 31,			March 31,			March 31,			March 31,
			2003			2002			2003			2002

Mining revenue			$	130		$	113		$	359		$	307
Expenses
	Cost of mine production			73			67			215			177
	Selling, general and administration			1			3			7			15
	Depreciation and amortization			24			24			71			66
	Interest			8			7			24			18
	Exploration			—			—			—			2

				106			101			317			278

				24			12			42			29
Investment and other income				2			9			9			18

Earnings before taxes and equity in net earnings of associated company				26			21			51			47
Income and mining taxes				(8	)		(9	)		(19	)		(21	)

Earnings before equity in net earnings of associated company				18			12			32			26
Equity in net earnings of associated company				4			5			11			7

Net earnings for the period			$	22		$	17		$	43		$	33

Accretion of equity element of convertible debentures			$	—		$	(2	)	$	(5	)	$	(6	)
Dividends on preferred securities			$	(3	)	$	(2	)	$	(10	)	$	(6	)

Income attributable to the common shareholders			$	19		$	13		$	28		$	21

Per common share:
		Net earnings for the period	$	0.29		$	0.20		$	0.43		$	0.32

Weighted average shares outstanding (in millions)				65.5			65.5			65.5			65.5

-Page ~~2 -~~3

~~Reference~~RIO isALGOM ~~made~~LIMITED CONSOLIDATED toSTATEMENTS ~~the~~OF ~~Rio~~CASH ~~Algom~~FLOW (unaudited ~~Material~~– Change Report dated April 4, 2003 which describes certain terms of the transaction and conditions to its completion. Under the amended arrangements, Rio Algom’s interests will be purchased by a special purpose acquisition company jointly owned by Wheaton and Northern Orion. In addition to the other conditions to completion of the transaction, Northern Orion’s obligations are subject to it obtaining the required funding for its share of the purchase price and to certain confirmatory due diligence. If Northern Orion fails to secure such funding or required consents or otherwise fails to complete the purchase, Wheaton will be obliged to complete the transaction in ~~accordance~~millions ~~with the originally agreed terms. The scheduled date~~ of ~~closing~~US ~~has been extended to June 23, 2003.~~dollars)

Item 6 — Reliance on Confidentiality Sections of the Securities Acts:


		Three Months Ended						Nine Months Ended

		March 31,			March 31,			March 31,			March 31,
		2003			2002			2003			2002

CASH PROVIDED BY (USED IN) THE FOLLOWING:
Operating Activities
Net earnings for the period		$	22		$	17		$	43		$	33
Non-cash items:
	Depreciation and amortization		24			24			71			66
	Future income taxes		1			8			7			19
	Equity in net (earnings) of associated company		(4	)		(5	)		(11	)		(7	)
	Other non-cash items		3			(4	)		5			(7	)
Site restoration and related obligations			—			1			(2	)		1
Changes in non-cash working capital:
	Decrease (increase) in receivables and prepaid expenses and inventories		4			(14	)		21			(26	)
	Increase (decrease) in accounts payable and accrued liabilities and taxes payable		3			11			(37	)		2

			53			38			97			81

Financing Activities
Drawdown of senior project debt facilities			—			12			22			53
Repayment of senior project debt facilities			(23	)		—			(47	)		—
Repayment of convertible debentures			(232	)		—			(232	)		—
Decrease in long term debt and other obligations			(2	)		(1	)		(3	)		(3	)
Decrease in short term borrowings			—			(6	)		—			(3	)
Interest on equity portion of convertible debentures			—			(2	)		(5	)		(6	)
Dividends on preferred securities			(3	)		(2	)		(10	)		(6	)

			(260	)		1			(275	)		35

Investing Activities
Decrease in loan receivable			224			14			243			61
Proceeds from sale of investment			—			—			—			5
Capital expenditures			(9	)		—			(28	)		(104	)

			215			14			215			(38	)

Increase in cash and cash equivalents during period			8			53			37			78
Cash and cash equivalents, beginning of period			235			112			206			87

Cash and cash equivalents, end of period		$	243		$	165		$	243		$	165

~~Not~~Page ~~applicable.~~4

~~Item~~RIO ALGOM LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Nine Months ended March 731, —2003 ~~Omitted~~and ~~Information:~~2002.

~~Not~~All ~~applicable~~currency references herein are to U.S. dollars unless otherwise specified. Reference to Canadian dollars is indicated by the symbol “C$”.

Item 8 — Senior Officers:

1.		Accounting policies

		The unaudited interim consolidated financial statements of Rio Algom Limited (the “company”) are prepared in accordance with accounting principles generally accepted in Canada applied on a consistent basis. These interim financial statements do not contain all the information required for the annual financial statements and should be read in conjunction with the June 30, 2002 annual financial statements of the company.

2.		Key operating statistics

For further information, please contact Peter de Zwart (713-961-8237).


	Three Months Ended				Nine Months Ended

	Mar 31, 2003		Mar 31, 2002		Mar 31, 2003		Mar 31, 2002

Copper Production (millions of payable pounds)(a)
Cerro Colorado		71		69		216		219
Highland Valley Copper		29		32		93		102
Antamina		52		55		167		113
Alumbrera (b)		22		27		76		79

		174		183		552		513

Average Copper Cash Cost (US$ per pound after by-product credits)
Cerro Colorado		0.39		0.40		0.39		0.38
Highland Valley Copper		0.57		0.51		0.60		0.52
Antamina		0.43		0.40		0.43		0.45
Alumbrera		0.05		0.10		0.06		0.19

Copper Sales (millions of payable pounds)(a)
Cerro Colorado		86		73		210		217
Highland Valley Copper		22		26		93		106
Antamina		50		64		174		127
Alumbrera (b)		24		28		76		79

		182		191		553		529

Average Copper Price (US$ per pound)
Cerro Colorado		0.76		0.72		0.72		0.73
Highland Valley Copper (c)		0.77		0.61		0.68		0.66
Antamina		0.79		0.74		0.71		0.70
Alumbrera		0.78		0.75		0.71		0.67

Other Production (a)
Gold (thousands of ounces) (b)		35		49		121		136
Molybdenum (thousands of pounds)		580		267		1617		1090
Coal (thousands of tonnes)		139		144		491		435
Zinc (millions of pounds)		45		42		119		77

~~Item 9~~(a) —Rio ~~Statement~~Algom’s share. (b) Not included in mining revenue or operating profit as the company’s investment in Alumbrera is accounted for using the equity method. (c) Includes impact of ~~Senior~~currency ~~Officer:~~ hedge.

~~The~~Page ~~foregoing accurately discloses the material change referred to herein. SIGNED at Houston, Texas, U.S.A. this 16th day of April, 2003.~~5

~~RIO ALGOM LIMITED By: /s/ P~~3. deSegment ~~Zwart~~Disclosures ~~Name:~~(unaudited ~~Peter~~— dein ~~Zwart~~millions ~~Title:~~of ~~Secretary~~US dollars)


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

	2003		2002		2003		2002			2003			2002		2003		2002		2003			2002			2003			2002

Segmented Earnings
For the Three Months Ended March 31, 2003 and 2002
Mining revenue		65		51		15		12			40			44		10		6		—			—			130			113
Cost of operations		35		27		11		11			17			27		10		4		—			—			73			69
Depreciation and amortization		11		12		2		3			11			9		—		—		—			—			24			24

Segment profit		19		12		2		(2	)		12			8		—		2		—			—			33			20

Corporate expenses																				(1	)		(1	)		(1	)		(1	)
Interest expense																				(8	)		(7	)		(8	)		(7	)
Exploration																				—			—			—			—
Investment and other income																				2			9			2			9
Income and mining taxes																				(8	)		(9	)		(8	)		(9	)

		19		12		2		(2	)		12			8		—		2		(15	)		(8	)		18			12
Associated company:
Equity in net earnings		—		—		—		—			—			—		—		—		4			5			4			5

Net earnings (loss) for the period		19		12		2		(2	)		12			8		—		2		(11	)		(3	)		22			17

Segmented Cash Flow
For the Three Months Ended March 31, 2003 and 2002
Operating activities		47		11		15		(1	)		(28	)		8		—		2		19			18			53			38

Capital expenditures		3		6		1		—			4			7		1		2		—			(15	)		9			—

Segmented Balance Sheets
As at March 31, 2003 and June 30, 2002


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

Assets
Current assets		233	174		27	29		84	100		10	13		24	46		378	362
Fixed assets and mining properties		400	415		60	66		672	689		—	1		48	48		1,180	1,219
Investment		—	—		—	—		—	—		—	—		233	219		233	219
Other assets		2	14		4	3		70	—		—	—		9	258		85	275

Total assets		635	603		91	98		826	789		10	14		314	571		1,876	2,075

Liabilities
Current liabilities		26	15		19	17		69	109		3	2		38	47		155	190
Long term liabilities		129	134		10	8		428	379		2	8		203	203		772	732

Total liabilities		155	149		29	25		497	488		5	10		241	250		927	922

Net assets		480	454		62	73		329	301		5	4		73	321		949	1,153

Geographic Data


	Canada			Chile			Argentina			Peru			Total

For the Three Months Ended March 31, 2003 and 2002
Mining revenue		25	18		65	51		—	—		40	44		130	113

As at March 31, 2003 and June 30, 2002
Capital assets		64	319		459	486		233	219		742	689		1,498	1,713

Page 6

Segment Disclosures
(unaudited — in millions of US dollars)


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

	2003		2002		2003		2002		2003			2002		2003		2002		2003			2002			2003			2002

Segmented Earnings
For the Nine Months Ended March 31, 2003 and 2002
Mining revenue		160		153		55		56		120			77		24		21		—			—			359			307
Cost of operations		89		78		42		43		64			46		23		14		—			—			218			181
Depreciation and amortization		33		34		7		10		30			19		1		3		—			—			71			66

Segment profit		38		41		6		3		26			12		—		4		—			—			70			60

Corporate expenses																			(4	)		(11	)		(4	)		(11	)
Interest expense																			(24	)		(18	)		(24	)		(18	)
Exploration																			—			(2	)		—			(2	)
Investment and other income																			9			18			9			18
Income and mining taxes																			(19	)		(21	)		(19	)		(21	)

		38		41		6		3		26			12		—		4		(38	)		(34	)		32			26
Associated company:
Equity in net earnings		—		—		—		—		—			—		—		—		11			7			11			7

Net earnings (loss) for the period		38		41		6		3		26			12		—		4		(27	)		(27	)		43			33

Segmented Cash Flow
For the Nine Months Ended March 31, 2003 and 2002
Operating activities		70		72		19		12		(9	)		—		3		4		14			(7	)		97			81

Capital expenditures		16		38		1		2		8			74		3		—		—			(10	)		28			104

Geographic Data


	Canada			Chile			Argentina			Peru			Total

For the Nine Months Ended March 31, 2003 and 2002
Mining revenue		79	77		160	153		—	—		120	77		359	307

4.		Guarantees

		Effective January 1, 2003 the new CICA Accounting guideline 14 requires disclosure of certain guarantees binding on corporations.

	(a)		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 $398 million at March 31, 2003 (June 30, 2002 – $424 million). The guarantee increased to a maximum of $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. Rio Algom’s share of the debt is reported on the balance sheet as a liability element.

	(b)		Other material guarantees provided:

			- Letter of credit of $7 million and letter of credit of $10 million in favour of Canadian Nuclear Safety Commission, required to cover the cost of rehabilitation of certain closed

Page 7

mines in Canada in event of default by the company to fulfill its obligation. The liability is provided for on the balance sheet.

- Letter of credit of $4 million in favour of Royal Trust, expiring in July 2003, provided for executives after the change of control of the company. Payments have been made to the individuals and any outstanding balance is provided for on the balance sheet.

Shareholders’ equity and convertible debentures

		At March 31, 2003, the company had 65,505,788 common shares.

		On November 27, 2002, Rio Algom Limited announced that it would redeem, effective February 1, 2003, all of the C$353,378,000 outstanding 5.5% convertible unsecured subordinated debentures. Commencing at the end of November 2002 the convertible debentures are disclosed as current debt instead of shareholders’ equity and therefore accrued interest from that date is charged to the statement of earnings.

		On January 31, 2003 all of the outstanding 5.5% convertible debentures were redeemed.

Change in reporting currency

Effective the third quarter ended March 31, 2002, the company’s financial statements are being reported in US dollars. US dollars have been adopted as the company’s functional currency.

Sale of Equity Interest in Alumbrera

		On March 25, 2003, the company announced that Wheaton River Minerals Ltd. (“Wheaton”) agreed to purchase Rio Algom’s 25% equity interest in the Alumbrera copper-gold mine (MAA) in Argentina for a purchase price of $180 million. Wheaton also agreed to purchase interest receivable from Alumbrera for a value of $9 million.

		On April 8, the company announced that certain amendments to the terms of the above agreement had been reached with Wheaton and Northern Orion Explorations Limited (“Northern Orion”). Under the amended arrangements, Wheaton and Northern Orion will, through a jointly owned acquisition company, acquire Rio Algom’s interests in Alumbrera.

		The amended agreement states that not less than $130 million of the purchase price will be payable on closing scheduled for June 23, 2003. Payment of up to $50 million of the purchase price may be deferred by the purchaser until May 30, 2005. Any deferred payment will bear interest at LIBOR plus 2% and will be secured by the interests in the Alumbrera Project by the purchaser.

		Completion of the transaction is subject to the satisfaction of certain conditions, which are yet to be received, as follows:

all necessary third party consents, including the consents of lenders to MAA, all necessary governmental, regulatory, board and internal approvals shall have been obtained;

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	b)		All conditions to the sale set forth in the MAA Shareholders Agreement with MIM Holdings Limited, the indirect owner of 50% of MAA, shall have been complied with;

	c)		Rio Algom and its affiliates shall have received releases satisfactory to Rio Algom of all liabilities and obligations of Rio Algom and its affiliates in respect of MAA, the Alumbrera Project and the MAA Financing; and

	d)		Northern Orion’s obligations are subject to it obtaining the required funding for its share of the purchase price and to certain confirmatory due diligence.

Rio Algom’s investment in Alumbrera is accounted for on an equity basis. Rio Algom’s net investment in Alumbrera (inclusive of loans and interests) was $233 million at March 31, 2003 and $219 million at June 30, 2002. It’s share of equity in net earnings of MAA was $11 million and $7 million respectively, for the 9-month periods ending March 31, 2003 and March 31, 2002.

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Rio Algom Limited
Management’s Discussion & Analysis
For The Nine Months Ended March 31, 2003

Overview

Rio Algom Limited (“Rio Algom”) is an international mining company and is an indirect wholly owned subsidiary of BHP 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.

Rio Algom’s mining 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.

On October 1, 2001 the Antamina copper-zinc project commenced commercial production, four months ahead of schedule.

Effective the third quarter ended March 31, 2002, the company’s financial statements and attached notes are being reported in US dollars. The US dollar has been adopted as the company’s functional currency.

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

Cash Profile and Liquidity

Cash and cash equivalents at March 31, 2003 were $243 million compared to $206 million at June 30, 2002.

Cash flow from operating activities for the third quarter ended March 31, 2003 was $53 million compared to $38 million the previous year. Cash from operating activities went up, due mainly to a combination of higher earnings and lower use of working capital. Cash flow from operating activities for the nine months ended March 31, 2003 was $97 million compared to $81 million the year before.

Financing activities for the third quarter ended March 31, 2003 were a negative $260 million compared to a positive $1 million in the same quarter of last year. This current quarter included $232 million of disbursement to redeem all of the C$353,378,000 outstanding 5.5% convertible debentures and $23 million for the repayment of the senior project debt at Antamina (Rio Algom’s share). Financing activities for the year to date were a negative $275 million and a positive $35 million for the nine months ended March 31, 2003 and 2002 respectively.

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Capital expenditures for the quarters ended March 2003 and 2002 were related partly to Cerro Colorado and partly to Antamina. Costs to complete approved capital projects are financed through cash flow generated from operating activities.

Rio Algom Limited had a loan receivable from a wholly owned Canadian subsidiary of Billiton Plc with a maturity date of February 1, 2003, reported in current assets. The interest rate on the loan was 6 month LIBOR plus 0.75% per annum. The balance outstanding of $224 million was repaid on January 31, 2003. At June 30, 2002 the loan receivable was $247 million. BHP Billiton Plc had unconditionally and irrevocably guaranteed the loan as to both principal and interest. In the third quarter ended March 31, 2003, the company reported this loan interest income of $1 million (year to date: $5 million), under investment and other income (2002 – $2 million for the quarter and $8 million for the year to date).

Results of Operations

Rio Algom reported net earnings of $22 million for the third quarter ended March 31, 2003. Revenue was $130 million and operating profit was $33 million. In the third quarter of last year, the company’s net earnings were $17 million with sales of $113 million and operating profit of $20 million. This quarter’s higher earnings resulted mainly from higher average realized copper prices partly offset by lower sales volume. Rio Algom’s net earnings for the nine months ended March 31, 2003 were $43 million compared to $33 million for the same period the year before.

All production references herein are to payable pounds or payable ounces.

Cerro Colorado

Cerro Colorado reported revenue of $65 million for the third quarter ended March 31, 2003, compared to $51 million in the third quarter of March 31, 2002. Copper sales were 86 million pounds for this current quarter, up 18% from the 73 million pounds sold in the same period last year. The average realized copper price went up 6%, from $0.72 in 2002 to $0.76 in 2003. Copper production of 71 million pounds for the third quarter of this year was up 3% compared to 69 million pounds in the third quarter of last year. The average cash operating costs were $0.39 per pound in 2003, down 3% from the $0.40 per pound in 2002. Operating profit for the three months ended March 31, 2003 was $19 million compared to $12 million in the same quarter the year before, due to higher sales and higher average copper price.

Antamina

The Antamina copper-zinc project commenced commercial production on October 1, 2001. Rio Algom’s share of the project’s revenue and operating profit for the third quarter ended March 31, 2003 was $40 million and $12 million respectively compared to $44 million and $8 million respectively for the third quarter ended March 31, 2002. Rio Algom’s share of sales of copper and zinc for the three months ended March 31, 2003 amounted to 50 million pounds and 34 million pounds respectively and its share of production at the Antamina mine was 52 million pounds of copper and 45 million pounds of zinc. Rio Algom’s share of sales of copper and zinc for the third quarter of last year amounted to 64 million pounds and 51 million pounds respectively and its share of production at the Antamina mine was 55 million pounds of copper and 42 million pounds of zinc. The average realized copper price was $0.79 per pound for 2003 compared to $0.74 for

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2002. The average cash operating cost after by-product credits was $0.43 per pound of copper for this current quarter and $0.40 per pound of copper for the third quarter of last year. Rio 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 $398 million as of March 31, 2003. 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.

Highland Valley Copper (“HVC”)

Rio Algom’s share of revenue and operating profit was $15 million and $2 million respectively for the third quarter ended March 31, 2003 compared to $12 million and a loss of $2 million for the previous year’s third quarter. The average realized copper price for this quarter was $0.77 per pound compared to $0.61 per pound for the same quarter of last year. Rio Algom’s share of copper sales was 22 million pounds for the three months ended March 31, 2003 compared to 26 million pounds the year before. Rio Algom’s share of copper production at HVC was 29 million pounds for the quarter ended March 31, 2003, compared to 32 million pounds for the third quarter of last year. Average cash costs of $0.57 per pound in 2003 were up 12% from $0.51 per pound in 2002. Currency hedges reduced HVC’s average realized copper price by $0.07 per pound in the quarter ended March 2002. The currency hedges expired at the end of December 2002.

Alumbrera

Rio Algom’s investment in Minera Alumbrera is accounted for on an equity basis. Rio Algom’s share of net earnings was $4 million for the third quarter ended March 31, 2003 compared to $5 million for the comparable period the year before.

Other Mining

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 second quarter ended March 31, 2003 was $10 million with no operating profit compared to revenue of $6 million and operating profit of $2 million for the quarter ended March 31, 2002.

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

The Bullmoose Coal mine is expected to exhaust its reserves in the calendar year 2003 and the operations will then be permanently closed. The mine has been operating since production began in 1983.

Expenses

Corporate expenses for the third quarter ended March 31, 2003 were $1 million, same as for the third quarter of last year. Exploration costs were close to nil for the third quarter of this year as well as last year. Interest expense was $8 million in this current quarter compared to $7 million for the same quarter last year.

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Risks and Uncertainties

Commodity Price Risk

The price of copper is the most significant factor influencing the profitability of Rio Algom. For the third quarter ended March 31, 2003, the company’s average realized copper price excluding Alumbrera, was $0.77 per pound compared to $0.71 per pound in third quarter of last year.

Currency Risk

In 1998, Rio Algom entered into foreign exchange contracts involving approximately C$90 million per year over five years. These positions were intended to hedge the company’s exposure to currency risk at HVC, 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. The remaining contracts expired in December 2002.

Mining 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, but we have seen improvement of the copper price in the last quarter. 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

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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.

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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: April 17, 2003	RIO ALGOM LIMITED (Registrant)
Date: May 29, 2003		RIO ALGOM LIMITED (Registrant)
	By:	/s/ P.Glenn deKellow ~~Zwart~~ Name: ~~Peter~~Glenn deKellow ~~Zwart~~ Title: ~~Secretary~~Chief Financial Officer

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