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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

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Falconbridge Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

36104100

(CUSIP Number)

Benny S. Levene
Chief Legal Counsel
Xstrata plc
Bahnhofstrasse 2
Zug, Ch-6301
Switzerland
+41-41-726-6058

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 7, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 36104100


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Xstrata plc

2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o
				(b) o

3.	SEC Use Only

4.	Source of Funds (See Instructions)

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
				ý

6.	Citizenship or Place of Organization England and Wales

Number of Shares		7.	Sole Voting Power
Beneficially
Owned by Each		8.	Shared Voting Power 73,665,996
Reporting
Person With		9.	Sole Dispositive Power

		10.	Shared Dispositive Power 73,665,996

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 73,665,996

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
				o

13.	Percent of Class Represented by Amount in Row (11) 19.8%

14.	Type of Reporting Person (See Instructions) CO; HC

CUSIP No. 36104100


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 1184760 Alberta Ltd.

2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) o
				(b) o

3.	SEC Use Only

4.	Source of Funds (See Instructions)

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
				ý

6.	Citizenship or Place of Organization Canada

Number of Shares		7.	Sole Voting Power
Beneficially
Owned by Each		8.	Shared Voting Power 73,665,996
Reporting
Person With		9.	Sole Dispositive Power

		10.	Shared Dispositive Power 73,665,996

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 73,665,996

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
				o

13.	Percent of Class Represented by Amount in Row (11) 19.8%

14.	Type of Reporting Person (See Instructions) CO

Introduction

This Amendment No. 7 amends and supplements the Schedule 13D filed on August 24, 2005, as amended by Amendment No. 1 thereto filed on September 6, 2005 and as further amended by Amendment No. 2 thereto filed on February 3, 2006, Amendment No. 3 thereto filed on May 17, 2006, Amendment No. 4 thereto filed on May 18, 2006, Amendment No. 5 thereto filed on June 12, 2006 and Amendment No. 6 thereto filed on June 21, 2006 by (i) Xstrata plc and (ii) 1184760 Alberta Ltd. (as amended, the "Statement") relating to the common shares of Falconbridge Limited, a corporation organized under the laws of Ontario, Canada. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended by adding the following paragraphs immediately prior to the last paragraph thereof:

"On July 7, 2006, Xstrata announced that it is amending the Falconbridge Offer in order to extend the expiry time of the Falconbridge Offer to 8:00 p.m. (Toronto Time) on July 21, 2006 (the "Amended Falconbridge Offer").

The foregoing description of the Amended Falconbridge Offer does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer to Purchase and Offer Circular, filed as Exhibit 17 hereto, as amended by the Notice of Extension, dated July 7, 2006, filed as Exhibit 22 hereto, which is incorporated herein by reference."

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by the filing of the following exhibits herewith:

Exhibit No.		Description
21.		Press Release of Xstrata plc, dated July 7, 2006.⁽¹⁾
22.		Notice of Extension, dated July 7, 2006.⁽²⁾

(1): Filed herewith.
(2): Incorporated by reference to Amendment No. 1 to the Schedule 14D-1F filed by Xstrata Canada Inc. and Xstrata plc on July 7, 2006.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	XSTRATA PLC
Dated: July 7, 2006
	By:	/s/ BENNY STEVEN LEVENE Benny Steven Levene Chief Legal Counsel

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	1184760 ALBERTA LTD.
Dated: July 7, 2006
	By:	/s/ BENNY STEVEN LEVENE Benny Steven Levene Chief Legal Counsel

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SIGNATURE
SIGNATURE

FALCONBRIDGE LTD SC 13D/A