UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   -----------


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest reported event): April 1, 2009

                      NORANDA ALUMINUM HOLDING CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


    Delaware                       333-148977                  20-8908550
 (State or Other            (Commission File Number)          (IRS Employer
  Jurisdiction                                            Identification Number)
of Incorporation)

         801 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (615) 771-5700


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))




Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


      The  Compensation  Committee of the Board of Directors (the  "Compensation
Committee") of Noranda Aluminum Holding Corporation (the "Company") approved the
framework for a 2009 Annual  Incentive Plan for Salaried  Employees at its March
16, 2009 meeting,  which plan was finalized  effective as of April 1, 2009.  The
plan  establishes  the metrics and bonus  targets  for the  Company's  executive
officers for 2009.  For 2009 the bonus  targets for Kip Smith and Mr.  Lorentzen
are 100% and 65% of base salary,  respectively,  and the bonus targets for Keith
Gregston,  Scott  Croft,  and Alan Brown are 50% of base salary.  Actual  annual
incentive  payments  in  respect  of our  2009  fiscal  year,  if  any,  will be
determined  exclusively by the actual achievement of financial goals established
by the Compensation  Committee.  For Messrs. Smith,  Lorentzen and Brown, 90% of
their 2009 incentive  award, if any, will be based on the arithmetic  average of
the results of Norandal and New Madrid and 10% will be based on the cash cost of
Alumina production at Gramercy. Messrs. Gregston's and Croft's financial metrics
will be split equally between the Company's overall financial  achievement (with
this portion determined on a 90/10% weighting as described above with respect to
Messrs.  Smith,  Lorentzen  and  Brown)  and that of the  subsidiary  which  the
applicable executive leads, which are New Madrid and Norandal,  respectively. On
the same date, the  compensation  committee  awarded Mr. Lorenzten a two hundred
thousand dollar bonus based on his performance.

      In recognition  of Kyle  Lorentzen's  increased role and  responsibilities
with the Company, in a meeting on March 16, 2009, the Compensation  Committee of
the Company's  Board of Directors  (the  "Compensation  Committee")  approved an
increase  in Mr.  Lorentzen's  annual base  salary to  $425,000  from  $310,000,
effective as of April 1, 2009.



Item 8.01 Other Events.

      On  April  6,  2009,  Noranda  Aluminum,  Inc.  ("NAI"),  a  wholly  owned
subsidiary   of  the  Company,   amended  its   agreement   with  Merrill  Lynch
International  pursuant  to which  the  Company  has the right to  settle,  on a
present  value basis,  certain of NAI's 2010 to 2012 fixed price  aluminum  sale
swaps  in order to fund  certain  purchases  of the  Company's  indebtedness  to
increase the cap thereunder to $400 million in cash paid to settle such hedges.




                                   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 hereunto duly authorized.



                                                   NORANDA ALUMINUM
                                                   HOLDING CORPORATION



Date:  April 7, 2009                         By:   /s/ Alan Brown
                                                   -----------------------------
                                                   Alan Brown
                                                   Secretary and General Counsel