(Name of Issuer)

(Title of Class of Securities)

(Title of Class of Securities)

(Name, Address and Telephone Number of Persons Authorized

to Receive Notices and Communications)

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 (the "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).

(Continued on following pages)

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• €1 for each Pechiney Common Share tendered in the Offers;

• €0.10 for each Pechiney Bonus Allocation Right tendered in the Offers;

• €0.50 for each Pechiney ADS tendered in the Offers; and

• €0.40 for each Pechiney OCEANE tendered in the Offers.

In order to fund the cash consideration to be paid in connection with Alcan's Offers for Pechiney, Alcan used its working capital and the net proceeds of its issuance of U.S.$500 million of 5.20% Notes due 2014 and U.S.$750 million of 6.125% Notes due 2033. In addition, Alcan borrowed from its wholly-owned subsidiary, Alcan Aluminum Corporation, the net proceeds of Alcan Aluminum Corporation's issuance of U.S$500 million Floating Rate Notes due 2004 and U.S.$500 million Floating Rate Notes due 2005, and will use such net proceeds to fund another portion of the cash consideration.

Alcan's Offers to acquire all outstanding Pechiney Securities are being made through two separate offers: a U.S. offer, open to all holders of Pechiney Securities (other than Pechiney ADSs) located in the United States and Canada and to all holders of Pechiney ADSs, wherever located, and a French offer, open to all holders of Pechiney Securities (other than Pechiney ADSs) located in France and located in jurisdictions outside of France, Canada and the United States if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in the French offer (the U.S. offer and the French offer are collectively referred to as the "Offers"). Alcan's U.S. offer is made on the terms and subject to the conditions set forth in the prospectus dated October 24, 2003 (the "Prospectus"), incorporated herein by reference, and the related letter of transmittal and forms of acceptance, incorporated herein by reference. The French offer is made on terms, and subject to conditions, substantively the same as the terms and conditions of the U.S. offer.

The purpose of Alcan's Offers is to enable Alcan to acquire all of the outstanding Pechiney Securities. For a complete description of Alcan's reasons for the Offers, see the Section titled "The Offers-Reasons for the Offers" of the Prospectus (pages 31-38).

The French offer began on October 7, 2003 and the U.S. offer began on October 27, 2003. The initial offering period under the Offers ended on November 24, 2003. On December 2, 2003, the French Autorité des marchés financiers (the "AMF") announced the provisional results of the Offers. On December 3, 2003, Alcan announced the new executive team and management structure of the enlarged company following completion of its acquisition of Pechiney (see Alcan's press release of December 16, 2003, incorporated by reference herein).

On December 5, 2003, the AMF announced the final results of the initial offering period of the Offers. The AMF indicated that Alcan had secured 92.21% of Pechiney share capital and 93.55% of Pechiney voting rights, on a diluted basis, by securing:

• 77,950,776 Pechiney Common Shares, which represents 93.49% of the 83,379,618 Pechiney Common Shares currently outstanding, including Pechiney Common Shares underlying the remaining Pechiney ADSs and remaining Pechiney Bonus Allocation Rights;

• 1,598 Pechiney Bonus Allocation Rights, which represents 43.19% of the 3,700 Pechiney Bonus Allocation Rights currently outstanding; and

• 7,722,915 Pechiney OCEANEs, which represents 97.65% of the 7,908,636 Pechiney OCEANEs outstanding.

On December 5, 2003, along with its announcement of the final results of the initial offering period of the Offers, the AMF announced the initiation of a subsequent offering period, on the same terms and subject to the same conditions as the terms and conditions of the initial offering period, for the benefit of holders of Pechiney Securities who did not tender during the initial offering period. The subsequent offering period began on December 9, 2003 for both the French offer and the U.S. offer, and will end on December 23, 2003.

On December 15, 2003, Alcan received the Pechiney Securities tendered during the initial offering period in exchange for the cash consideration and Alcan Common Shares, and the Alcan Common Shares were listed on Euronext Paris.

On December 16, 2003, Alcan announced that the composition of Pechiney's Board of Directors was modified following Alcan's acquisition of control of Pechiney on December 15, 2003. Six representatives of Alcan were appointed to Pechiney's twelve-member Board of Directors and Mr. Travis Engen, Alcan's President and Chief Executive Officer, was appointed the Chairman and Chief Executive Office of Pechiney (see Alcan's press release of December 16, 2003 incorporated by reference herein).

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If Alcan acquires Pechiney Securities representing at least 95% of the total voting rights in Pechiney, Alcan will launch, subject to applicable law and obtaining the requisite approvals, including the approval by the AMF, a withdrawal offer or offers (offre publique de retrait), or buy-out, which, if following the buy-out Alcan also holds at least 95% of the total share capital in Pechiney, will be followed by a compulsory acquisition (retrait obligatoire), or squeeze-out, of all remaining Pechiney Securities not held by Alcan. The AMF would establish the offer calendar for any such withdrawal offer or compulsory acquisition. The consideration offered in any such withdrawal offer may be different from the consideration offered in this offer, while the consideration offered in any compulsory acquisition will be limited to cash. This cash consideration, which would not be less than the value of the consideration in the withdrawal offer, would be subject to the prior approval of the AMF in France, which reviews its fairness on several bases, including a multi-criteria analysis by an independent appraiser. If such withdrawal offer or compulsory acquisition constitutes a tender offer for U.S. securities law purposes, it may be made to U.S. holders of Pechiney Securities in reliance on the "Tier I" exemption from the U.S. tender offer rules pursuant to Regulation 14D promulgated under the Securities Exchange Act of 1934, as amended (the "Act"). As a result, the withdrawal offer and compulsory acquisition could be conducted in accordance with French law only. Alcan has not determined whether any such withdrawal offer and compulsory acquisition will be made to U.S. holders of Pechiney securities, and expects to make such a determination based on, among other factors, the then number of U.S. holders, the exemptions from the U.S. tender offer rules available to it and whether there is a need to file a registration statement with the SEC in connection with any such transaction.

Pechiney ADSs are listed on the New York Stock Exchange. Following the expiration of the initial offering period on November 24, 2003, the New York Stock Exchange suspended the trading of the Pechiney ADSs. Following the completion of the Offers, and depending upon the aggregate number of Pechiney Securities acquired pursuant to the Offers, the Pechiney ADSs may no longer meet the listing requirements of the New York Stock Exchange and to the extent permitted under applicable laws and the New York Stock Exchange regulations, Alcan intends to seek to cause the termination of Pechiney's deposit agreement relating to the Pechiney ADSs, the delisting of the Pechiney ADSs on the New York Stock Exchange and the de-registration of the Pechiney ADSs and Pechiney Common Shares with the Securities and Exchange Commission. If the deposit agreement for the Pechiney ADSs is terminated, holders of Pechiney ADSs will only have the right to receive the Pechiney Common Shares underlying the Pechiney ADSs upon surrender of any receipt representing the Pechiney ADSs and payment of applicable fees to the Pechiney ADS depositary. There is no U.S. public trading market for the Pechiney Common Shares.

Pechiney Common Shares are listed and traded on Euronext Paris and SEAQ International in London, and Pechiney OCEANEs are listed and traded on Euronext Paris. Following the completion of the Offers, and depending upon the aggregate number of Pechiney Securities acquired pursuant to the Offers, the Pechiney Common Shares and the Pechiney OCEANEs may no longer meet the requirements of Euronext Paris for continued listing and the Pechiney Common Shares may no longer meet the requirements of SEAQ International in London for continued listing.  To the extent permitted under applicable law and stock exchange regulations, Alcan intends to seek to cause the delisting of the Pechiney Common Shares and Pechiney OCEANEs on these exchanges. Furthermore, pursuant to the terms of the Pechiney OCEANEs, if less than 10% of the number of issued Pechiney OCEANEs remains outstanding following the consummation of the Offers, Alcan may cause Pechiney to redeem the Pechiney OCEANEs at a redemption price determined pursuant to the terms of the Pechiney OCEANEs.

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(a) - (b) As described above, Alcan currently holds 77,950,776 Pechiney Common Shares and, in accordance with Rule 13d-1 promulgated under the Act, is deemed to beneficially own the 7,723,074 Pechiney Common Shares that would be received upon conversion, exchange or exercise of the Pechiney OCEANEs and Pechiney Bonus Allocation Rights, and thus currently beneficially owns 85,673,850 Pechiney Common Shares, representing 92.21% of the Pechiney Common Shares currently outstanding (after giving effect to the deemed the conversion, exchange or exercise of the 7,723,074 Pechiney OCEANEs and Pechiney Bonus Allocation Rights held by Alcan).

Except as set forth in this Statement, neither Alcan, nor, to the knowledge of Alcan, any of the persons listed on Schedule I, (i) beneficially owns any Pechiney Securities or (ii) has been party to any transaction in Pechiney Securities during the past sixty days. Except as set forth in this Statement, to the knowledge of Alcan, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Statement.

The information described in items 3 and 4 above is incorporated by reference herein.

The information described in items 3 and 4 above is incorporated by reference herein.

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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.

Dated:  December 22, 2003

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The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of Alcan Inc. Unless otherwise indicated, the business address of each such person is c/o Alcan Inc, 1188 Sherbrooke St. West, Montreal, Quebec H3A 3G2 Canada. Except as indicated below, each of the individuals listed below is a Canadian citizen.

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