6-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                             DATE: DECEMBER 29, 2004


                                  GOLDCORP INC.
                               -------------------
                               (Registrant's Name)

                        145 King Street West, Suite 2700
                            Toronto, Ontario MSH 1J8
                                     CANADA
                        --------------------------------
                             (Registrant's Address)

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 [ ]               Form 40-F  [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 [ ]                     No [x]

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

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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.



                                            GOLDCORP INC.



                                            By:  /s/  R. Gregory Laing
                                                --------------------------------
                                                 Name:  R. Gregory Laing
                                                 Title: Vice President, Legal



Date:   December 29, 2004

EX-99.1

                                  FORM 51-102F3

                          MATERIAL CHANGE REPORT UNDER
                           NATIONAL INSTRUMENT 51-102

ITEM 1. -- REPORTING ISSUER:

Goldcorp Inc. ("Goldcorp")
145 King Street West
Suite 2700
Toronto, Ontario

M5H 1J8

ITEM 2. -- DATE OF MATERIAL CHANGE:

December 23, 2004.

ITEM 3. -- PRESS RELEASE:

A news release with respect to the material change referred to in this report
was issued by Goldcorp on December 23, 2004.

ITEM 4. -- SUMMARY OF MATERIAL CHANGE:

Goldcorp announced that its Board of Directors has unanimously approved its
take-over bid for Wheaton River Minerals Ltd. ("Wheaton River"). Goldcorp signed
a definitive agreement dated December 23, 2004 (the "Acquisition Agreement")
with Wheaton River for the previously announced combination of Goldcorp and
Wheaton River. The combination will be effected through a share exchange
take-over bid where Goldcorp will offer one (1) common share of Goldcorp for
every four (4) common shares of Wheaton River.

ITEM 5. -- FULL DESCRIPTION OF MATERIAL CHANGE:

The Acquisition Agreement sets forth, among other things, the terms and
conditions upon and subject to which the Offer is to be made by Goldcorp and
Goldcorp Acquisition ULC, a wholly-owned subsidiary of Goldcorp (collectively,
the "Offerors"). The following is a summary of the principal terms of the
Acquisition Agreement. Certain capitalized words and terms used in this section
are defined in the take-over bid circular dated December 29, 2004 of Goldcorp
(the "Offer").

CONDITIONS OF THE OFFER

Please see the section entitled "Conditions of the Offer" in the Offer for a
detailed list of the conditions of the Offer.




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WAIVERS OF CONDITIONS

The Acquisition Agreement provides that the Offerors will not amend or vary the
terms and conditions of the Offer, except to increase the value of the
consideration payable thereunder or to extend the Expiry Time, from time to
time, to a date not later than: (i) 120 calendar days after the date of the
Offer in the event that any of the conditions in paragraphs (e), (f), (g), (i)
or (j) under the section entitled "Conditions of the Offer" in the Offer have
not been satisfied or waived by the Offerors or if an Alternative Transaction
has been proposed and is continuing; and (ii) in any other case, 60 calendar
days after the date of the Offer. However, the Offerors may waive any one or
more of the conditions of the Offer, in their sole discretion, except the
Minimum Tender Condition. The Minimum Tender Condition may be waived by the
Offerors only with the prior written consent of Wheaton.

MANAGEMENT AND DIRECTORS

If the Minimum Tender Condition is satisfied and the Offerors take up and pay
for Common Shares under the Offer, Goldcorp and Wheaton will use all reasonable
efforts to cause their respective boards of directors to pass such resolutions
and to take such other actions as may be required in order that: (i) the number
of directors of Goldcorp will be increased to ten, with five directors of
Goldcorp to be nominated by Ian Telfer, on behalf of Wheaton, remaining as
directors of Goldcorp and five current directors of Wheaton nominated by Robert
McEwen, on behalf of Goldcorp, becoming directors of Goldcorp; (ii) Ian Telfer
will become a director of Goldcorp and will be appointed as Chief Executive
Officer of Goldcorp; (iii) Robert McEwen will remain as a director and the Chair
of Goldcorp; and (iv) all of the directors of Wheaton will be replaced by
nominees of Goldcorp to be determined by the board of directors of Goldcorp
following the appointments referred to in (i) above.

SUBSEQUENT ACQUISITION TRANSACTION

If the Minimum Tender Consideration is satisfied and the Offerors take up and
pay for Common Shares under the Offer, Goldcorp and Wheaton shall take all
necessary steps to proceed with, as soon as practicable and in any event within
120 days following the Expiry Time, the Subsequent Acquisition Transaction so
that Goldcorp may thereby acquire all of the Common Shares that were not
acquired by the Offerors under the Offer. The consideration offered under the
Subsequent Acquisition Transaction will be at least equal in value to and in
the same form as the consideration offered under the Offer.

TREATMENT OF WHEATON OPTIONS AND WHEATON WARRANTS

The Acquisition Agreement contains provisions relating to the treatment of
Wheaton Options and Wheaton Warrants, as set out below.

(a)     No offer shall be made by the Offerors for Wheaton Options. Subject to
obtaining all necessary regulatory and shareholder approvals, the board of
directors of Wheaton may take the necessary actions to provide that (i) each
Wheaton Option holder, other than the directors of Wheaton or the senior
officers of Wheaton, may, at his or her option, request that Wheaton fund the
exercise price payable by such option holder against receipt of a written
direction to repay the amount of such funding from the proceeds of the sale by
the Depositary (or such




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other person as Wheaton and Goldcorp may agree) for and on behalf of such option
holders of such number of Goldcorp Shares to be received by such holder for the
Common Shares tendered to the Offer pursuant to the exercise of his or her
options that is sufficient to repay the amount of such funding, or (ii) each
Wheaton Option holder may, at his or her option, in the case of Wheaton Option
holders other than the directors of Wheaton or the senior officers of Wheaton,
or shall, in the case of Wheaton Option holders who are directors of Wheaton or
senior officers of Wheaton, receive upon the exercise of such options after a
Subsequent Acquisition Transaction in accordance with the terms of such options,
and shall accept in lieu of the number of Common Shares otherwise issuable upon
such exercise, the number of Goldcorp Shares (rounded down to the nearest whole
number) which such holder would have been entitled to receive as a result of the
Offer, if such holder had been the registered holder of the number of Common
Shares to which such holder was entitled upon such exercise immediately prior to
the effective time of a Subsequent Acquisition Transaction. Any such action
shall be conditional upon the take up of Common Shares under the Offer.

(b)     No offer shall be made by the Offerors for Wheaton Warrants. Upon the
exercise of any such warrants after a Subsequent Acquisition Transaction, the
holder of any such Wheaton Warrants shall receive, in lieu of the number of
Common Shares otherwise issuable upon such exercise, that number of Goldcorp
Shares (rounded down to the nearest whole number) which such holder would have
been entitled to receive as a result of the Offer, if such holder had been the
registered holder of the number of Common Shares to which such holder was
entitled upon such exercise immediately prior to the effective time of a
Subsequent Acquisition Transaction.

(c)     Goldcorp shall take all necessary steps (including seeking all necessary
regulatory and shareholder approvals and executing assumption agreements) to
ensure that all Wheaton Options (both vested and unvested) and Wheaton Warrants
outstanding immediately prior to the effective time of a Subsequent Acquisition
Transaction will, as a result of the amalgamation to take place to effect such
Subsequent Acquisition Transaction, subject to receipt of such regulatory and
shareholder approvals, become securities of Goldcorp exercisable to purchase
Goldcorp Shares on the basis described in paragraphs (a) and (b) above and, in
the case of the Wheaton Warrants, subject to applicable listing requirements, be
listed and posted for trading on such stock exchanges as the Wheaton Warrants
are listed and posted for trading on immediately prior to the effective time of
such Subsequent Acquisition Transaction.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF GOLDCORP

The Acquisition Agreement contains customary representations and warranties on
the part of Goldcorp relating to, among other things: Goldcorp's corporate
status and reporting issuer status; Goldcorp's capitalization; Goldcorp's
authority to enter into the Acquisition Agreement; and the approval of the board
of directors of Goldcorp of the Offer. The representations and warranties also
address various matters relating to the business, operations and properties of
Goldcorp and its subsidiaries including: material contracts; the absence of any
Material Adverse Changes; pension and employment matters; the accuracy of
Goldcorp's financial statements, corporate records and minute books; the absence
of undisclosed litigation that would have a Material Adverse Effect; assurances
relating to title




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to properties and the condition of assets; insurance; environmental matters; tax
matters; intellectual property; and compliance with applicable laws.

The Acquisition Agreement also contains customary negative and positive
covenants by Goldcorp. Goldcorp has agreed to conduct its business in the
ordinary course consistent with past practice unless otherwise permitted under
the Acquisition Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF WHEATON

The Acquisition Agreement contains customary representations and warranties of
Wheaton relating to, among other things: Wheaton's corporate status and
reporting issuer status; Wheaton's capitalization; Wheaton's authority to enter
into the Acquisition Agreement; and the approval of the board of directors of
Wheaton of its recommendation regarding the Offer. The representations and
warranties also address various matters relating to the business, operations and
properties of Wheaton and its subsidiaries including: material contracts; the
absence of any Material Adverse Changes; pension and employment matters; the
accuracy of Wheaton's financial statements, corporate records and minute books;
the absence of undisclosed litigation that would have a Material Adverse Effect;
assurances relating to title to properties and the condition of assets;
insurance; environmental matters; tax matters; intellectual property; and
compliance with applicable laws.

Furthermore, Wheaton has covenanted to carry on business only in the usual
course consistent with past practice unless Goldcorp otherwise agrees in writing
or as otherwise permitted or contemplated in the Acquisition Agreement.

GOLDCORP SHAREHOLDER MEETING

The Acquisition Agreement requires Goldcorp to convene a special meeting of its
shareholders by February 4, 2005 for the purpose of considering an ordinary
resolution to approve the issuance by Goldcorp of the Goldcorp Shares pursuant
to the Offer and the Subsequent Acquisition Transaction. In connection
therewith, Goldcorp must prepare a management information circular in accordance
with Securities Laws, and send it to the shareholders of Goldcorp and file it
with the applicable securities regulatory authorities in accordance with
Securities Laws. The resolution must be passed by at least a majority of the
Goldcorp Shares voted on the resolution at the meeting.

NO SOLICITATION

Each of Wheaton and Goldcorp has agreed that it will not, directly or
indirectly, (i) solicit, initiate, encourage or facilitate (including by way of
furnishing non-public information) any inquiries or proposals regarding any
Alternative Transaction, (ii) participate in any discussions or negotiations
regarding any Alternative Transaction, (iii) approve or recommend any
Alternative Transaction, or (iv) accept, support or enter into any agreement,
arrangement or understanding related to any Alternative Transaction. Each of
Wheaton and Goldcorp has also agreed to (i) immediately cease and cause to be
terminated all existing discussions or negotiations, directly or indirectly,
with any person with respect to any Alternative Transaction, (ii) refrain from
waiving or varying any terms or conditions of any confidentiality or
non-disclosure or standstill agreement entered into prior to the date of the




                                       5

Acquisition Agreement between Wheaton and any person considering any Alternative
Transaction and will immediately request the return (or the deletion from
retrieval systems and data bases or the destruction) of all information provided
by it, directly or indirectly, to any such person, (iii) in the case of Wheaton,
promptly reaffirm its recommendation that Wheaton Shareholders accept the Offer
after a determination by the board of directors of Wheaton that any Alternative
Transaction that has been publicly disclosed is not a Superior Proposal, and
(iv) in the case of Goldcorp, promptly recommend that Goldcorp's shareholders
not accept any Alternative Transaction that is publicly announced after a
determination by the board of directors of Goldcorp that any such Alternative
Transaction is not a Superior Proposal (and shall include such recommendation in
any directors' circular or other document sent to Goldcorp's shareholders in
response to any such Alternative Transaction).

Notwithstanding the foregoing, the board of directors of Wheaton or Goldcorp may
consider or participate in discussions and enter into confidentiality agreements
regarding a bona fide Alternative Transaction that did not result from a breach
of the terms of the Acquisition Agreement and is or could reasonably be expected
to be a Superior Proposal.

NOTICE OF ALTERNATIVE TRANSACTION

Each of Wheaton and Goldcorp must immediately notify the other, at first orally
and then promptly in writing, of any Alternative Transaction that becomes known
to it, or any amendment to any Alternative Transaction, or any request for
information relating to it or any of its subsidiaries in connection with any
Alternative Transaction or for access to the properties, books or records of it
or any of its subsidiaries by any person that may be proposing, or has made a
proposal for, any Alternative Transaction. Such notice shall include (i) a
description of the material terms and conditions of such Alternative
Transaction, (ii) the identity of the person making such Alternative
Transaction, inquiry or contact, and (iii) such other details of such
Alternative Transaction, inquiry, contact, discussions or negotiations as
Goldcorp or Wheaton, as applicable, may reasonably request. Each of Wheaton and
Goldcorp shall, upon request from the other, provide further notices of the
status (including any change to the material terms) of any such Alternative
Transaction or inquiry or contact.

PROCEEDING WITH A SUPERIOR PROPOSAL

Wheaton may accept, approve or recommend or enter into an agreement,
understanding or arrangement to proceed with a Superior Proposal in respect of
which there has been no breach of the terms of the Acquisition Agreement and
withdraw, modify or change its recommendation concerning the Offer in connection
with a Superior Proposal, but only if:

(a)     Wheaton has provided Goldcorp with a copy of all documentation
(including unexecuted final documentation) relating to the Superior Proposal
(provided Goldcorp agrees to requirements as to the confidentiality to be
afforded in respect of that Superior Proposal that the person proposing such
Superior Proposal may reasonably request);

(b)     a period (the "Response Period") of five business days shall have
elapsed from the date on which Goldcorp received written notice from the board
of directors of Wheaton that




                                       6

the board of directors of Wheaton determined to accept, approve, recommend or
enter into a binding agreement to proceed with the Superior Proposal; and

(c)     the board of directors of Wheaton has considered any amendment to the
terms of the Offer that increases or modifies the consideration (or value of the
consideration) to be received by the Shareholders proposed by Goldcorp before
the end of the Response Period and determined by formal resolution, in good
faith, acting reasonably after consultation: (i) with its financial advisers,
that the Superior Proposal is more favourable to Shareholders from a financial
point of view than the Offer (with the amendments, if any, proposed by
Goldcorp); and (ii) with its outside legal counsel, that the failure to enter
into a binding agreement in respect of the Superior Proposal would be
inconsistent with its fiduciary duties.

Goldcorp may accept, approve or recommend or enter into an agreement,
understanding or arrangement to proceed with a Superior Proposal in respect of
which there has been no breach of the terms of the Acquisition Agreement, but
only if:

(a)     Goldcorp has provided Wheaton with a copy of all documentation
(including unexecuted final documentation) relating to the Superior Proposal
(provided Wheaton agrees to requirements as to the confidentiality to be
afforded in respect of that Superior Proposal that the person proposing such
Superior Proposal may reasonably request); and

(b)     the board of directors of Goldcorp has determined by formal resolution,
in good faith, acting reasonably after consultation: (i) with its financial
advisers, that the Superior Proposal is more favourable to Goldcorp from a
financial point of view than the Offer; and (ii) with its outside legal counsel,
that the failure to enter into a binding agreement in respect of the Superior
Proposal would be inconsistent with its fiduciary duties.

RIGHT TO MATCH

During the Response Period, Goldcorp will have the right, but not the
obligation, to offer to amend the terms of the Offer. The board of directors of
Wheaton will review any such proposal by Goldcorp to amend the terms of the
Offer, including, without limitation, an increase in, or modification of, the
consideration to be received by the Shareholders (or value of such
consideration), in good faith, acting reasonably in consultation with its
financial advisers and outside legal counsel, to determine whether the
Alternative Transaction to which Goldcorp is responding would be a Superior
Proposal when assessed against the Offer as it is proposed by Goldcorp to be
amended. If the board of directors of Wheaton does not determine that the
Alternative Transaction is a Superior Proposal, the board of directors of
Wheaton will promptly reaffirm its recommendation of the Offer (as so amended by
Goldcorp).

TERMINATION

The Acquisition Agreement may be terminated, by written notice promptly given to
the other party, at any time prior to the time the Offerors first take up and
pay for Common Shares under the Offer:




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(a)     by either Goldcorp or Wheaton, if the Offerors shall not have taken up
and paid for Common Shares under the Offer on or before the date upon which the
Expiry Time occurs, or Goldcorp or Wheaton, as applicable, shall have concluded,
acting reasonably, that a condition to the Offer is not capable of satisfaction
on or before the Expiry Time (except where the Acquisition Agreement may be
terminated under paragraph (i) below), unless the reason for the Offerors not so
taking up and paying for the Common Shares or for the relevant condition not
being capable of satisfaction is due to the failure of the party seeking to
terminate the Acquisition Agreement to perform any of the obligations under the
Acquisition Agreement required to be performed by such party;

(b)     by Goldcorp, if the Offer terminates or expires at the Expiry Time
without the Offerors taking up and paying for any Common Shares due to the
non-satisfaction of any condition set forth in the Offer that has not been
waived, other than as a result of Goldcorp's failure to perform any of its
obligations under the Acquisition Agreement;

(c)     by either Goldcorp or Wheaton, if the board of directors of Wheaton
shall withdraw, modify or change its recommendation concerning the Offer to
proceed with an Alternative Transaction in accordance with the Acquisition
Agreement;

(d)     by Goldcorp, if the board of directors of Wheaton approves, recommends
or accepts, or enters into any agreement, undertaking or arrangement in respect
of, an Alternative Transaction;

(e)     by either Goldcorp or Wheaton, if the board of directors of Goldcorp
determines to accept, approve, recommend, or enter into an agreement,
understanding or arrangement to proceed with an Alternative Transaction;

(f)     by Wheaton, if the board of directors of Goldcorp approves, recommends
or accepts, or enters into any agreement, undertaking or arrangement in respect
of an Alternative Transaction;

(g)     by either Goldcorp or Wheaton, if the other party shall not have
complied or cannot comply in all material respects with such other party's
covenants and obligations under the Acquisition Agreement to be complied with at
or prior to the Expiry Time, or if any of the representations and warranties of
such other party under the Acquisition Agreement are not true and correct in all
respects, in the case of representations and warranties qualified by
materiality, and in all material respects in the case of all other
representations and warranties;

(h)     by Wheaton, if there shall have occurred after the date of the
Acquisition Agreement any Material Adverse Change of Goldcorp;

(i)     by either Goldcorp or Wheaton, if the shareholders of Goldcorp do not
approve the issuance by Goldcorp of Goldcorp Shares pursuant to the Offer and
Subsequent Acquisition Transaction by at least a majority of the votes cast by
the shareholders of Goldcorp, present in person or represented by proxy, at the
special meeting of shareholders of Goldcorp called to consider an ordinary
resolution to approve such issuance; or




                                       8

(j)     by either Goldcorp or Wheaton, if an Alternative Transaction in respect
of the other party is completed.

TERMINATION FEE

The Acquisition Agreement provides that Wheaton is required to pay to Goldcorp a
termination fee of US$35 million if the Acquisition Agreement is terminated in
the circumstances described in paragraphs (c) or (d) under "-- Termination"
above or if the board of directors of Wheaton fails to reaffirm its
recommendation of the Offer by press release within a reasonable time after the
public announcement or commencement of any Alternative Transaction or on or
after December 5, 2004 and prior to the Expiry Time, an Alternative Transaction
in respect of Wheaton is publicly announced or any person has publicly announced
an intention to make an Alternative Transaction and, such Alternative
Transaction either has been accepted or has not expired, been withdrawn or been
publicly abandoned, and (A) the Offer is not completed as a result of the
Minimum Tender Condition not having been met and (B) such Alternative
Transaction is completed on or prior to September 30, 2005.

The Acquisition Agreement provides that Goldcorp is required to pay to Wheaton a
termination fee of US$35 million if the Acquisition Agreement is terminated in
the circumstances described in paragraphs (e), (f) or (i) under "-- Termination"
above or on or after December 5, 2004 and prior to the Expiry Time, an
Alternative Transaction in respect of Goldcorp is publicly announced or any
person has publicly announced an intention to make an Alternative Transaction,
such Alternative Transaction either has been accepted or has not expired, been
withdrawn or been publicly abandoned, and (A) the Offer is not commenced or
completed and (B) such Alternative Transaction is completed on or prior to
September 30, 2005.

In the event that the Acquisition Agreement is terminated as a result of a
party's failure to comply with its respective covenants and obligations under
the Acquisition Agreement or as a result of a party's representations and
warranties under the Acquisition Agreement not being true and correct in all
respects and the terminating party has complied with its covenants and
obligations and its representations and warranties are true and correct, that
party is required to pay to the terminating party a termination fee of US$35
million.

ITEM 6. -- RELIANCE ON SECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102:

N/A

ITEM 7. -- OMITTED INFORMATION:

N/A

ITEM 8. -- EXECUTIVE OFFICER:

Inquiries in respect of the material change referred to herein may be made to:




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R. Gregory Laing
Telephone:   (416) 865-4974
Facsimile:   (416) 865-3234
e-mail:      glaing@goldcorp.com

ITEM 9. -- DATE OF REPORT:

December 29, 2004.

                                       (Signed)
                                       R. Gregory Laing
                                       Vice President, Legal
                                       Goldcorp Inc.