As filed with the Securities and Exchange Commission on July 30, 2004


                                                    Registration No. 333-117125

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

                           Amendment No. 2 to FORM S-3*
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933

                          Altair Nanotechnologies Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Canada                                            33-1084375
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                          identification number)

              Rudi E. Moerck                              Copies to:
                President
        Altair Nanotechnologies Inc.                  Bryan T. Allen, Esq.
              204 Edison Way                          Brian G. Lloyd, Esq.
            Reno, Nevada 89502                         Stoel Rives LLP
              (775) 858-3750                   201 South Main Street, Suite 1100
   (Name, address, including zip code,            Salt Lake City, Utah 84111
and telephone number, including area code,             (801) 328-3131
          of agent for service)

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable  after  the  effective  date  of  this  Registration   Statement  as
determined by market conditions.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering: [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering: [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box: [ ]




================================================================================
*This amendment No. 2 on Form S-3 is substantively  identical to Amendment No. 1
on Form 3 filed earlier  today,  except that it is marked  (against this initial
Form S-3  filed on July 2,  2004) in a manner  that  permits  the SEC to  detect
changes.
================================================================================

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the SEC,  acting  pursuant to said Section  8(a),  may
determine.



                          ALTAIR NANOTECHNOLOGIES INC.
                             3,600,000 Common Shares
                               ------------------

         This  prospectus  relates to the offering and sale of 3,600,000  common
shares of Altair  Nanotechnologies  Inc.,  without par value. All of the offered
shares  are to be  sold  by  persons  who  are  existing  security  holders  and
identified in the section of this prospectus entitled "Selling Shareholders." Of
the common shares offered  hereby,  1,850,000 are currently owned by the selling
shareholders  and the  remaining  1,750,000  are  issuable  upon the exercise of
outstanding  warrants to purchase our common  shares.  In addition,  pursuant to
Rule 416 of the Securities  Act of 1933, as amended,  this  prospectus,  and the
registration  statements of which it is a part, cover a presently  indeterminate
number of common  shares  issuable upon the  occurrence of a stock split,  stock
dividend, or other similar transaction.


         We will not  receive  any of the  proceeds  from the sale of the shares
offered  hereunder.  In the  United  States,  our  common  shares are listed for
trading under the symbol ALTI on the Nasdaq SmallCap  Market.  On July 26, 2004,
the closing  sale price of a common  share,  as reported by the Nasdaq  SmallCap
Market, was $1.53 per share. Unless otherwise expressly indicated,  all monetary
amounts set forth in this prospectus are expressed in United States Dollars.

         Our principal office is located at 204 Edison Way, Reno,  Nevada 89502,
and our telephone number is (775) 858-3750.


                   -------------------------------------------


This prospectus  shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these  securities,  in any state in
which such offer,  sale or  solicitation  would be  unlawful  prior to or absent
qualification under the securities laws of such state.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has approved or  disapproved  of these  securities  or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                               Dated July 30, 2004





                                TABLE OF CONTENTS

RISK FACTORS.................................................................2

FORWARD-LOOKING STATEMENTS...................................................9

USE OF PROCEEDS..............................................................9

DILUTION....................................................................10

SELLING SHAREHOLDERS........................................................10

PLAN OF DISTRIBUTION........................................................12

DESCRIPTION OF OFFERED SECURITIES...........................................15

LEGAL MATTERS...............................................................15

EXPERTS.....................................................................15

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................15

WHERE YOU CAN FIND MORE INFORMATION.........................................16







                                  RISK FACTORS

       Before you invest in the offered securities described in this prospectus,
you should be aware that such  investment  involves  the  assumption  of various
risks. You should consider  carefully the risk factors  described below together
with all of the other information included and incorporated by reference in this
prospectus before you decide to purchase the offered securities.

We have  not  generated  any  substantial  operating  revenues  and may not ever
generate substantial revenues.
--------------------------------------------------------------------------------
         To date, we have not generated substantial revenues from operations. As
of March 31, 2004, we have generated  $480,641 of revenues from our titanium and
nanoparticle  processing  technology and $28,270 from the use of our centrifugal
jig in  consulting  contracts.  We have  not  generated  any  revenue  from  our
Tennessee  mineral  property.  We believe  that our  titanium  and  nanoparticle
processing  technology  is the only of our lines of business  that may  generate
significant  revenues  in the  foreseeable  future.  We have no  sales  or other
commitments  with  respect  to  substantial   revenues  from  our  titanium  and
nanoparticle  processing  technology  and can provide no assurance  that we will
generate substantial revenues.

We may continue to experience significant losses from operations.
--------------------------------------------------------------------------------
         We have  experienced a loss from  operations in every fiscal year since
our  inception.  Our losses from  operations  in 2003 were  $5,785,210,  and our
losses from operations in the quarter ended March 31, 2004 were  $1,710,757.  We
will  continue to  experience  a net  operating  loss until,  and if, one of the
applications  of our  titanium and  nanoparticle  processing  technology  begins
generating significant revenues. Even if any or all applications of the titanium
and nanoparticle  processing  technology begin generating  significant revenues,
the revenues may not exceed our costs of production and operating  expenses.  We
may not ever realize a profit from operations.

Our  patents  and other  protective  measures  may not  adequately  protect  our
proprietary  intellectual  property,  and we may be  infringing on the rights of
others.
--------------------------------------------------------------------------------
         We regard  our  intellectual  property,  particularly  our  proprietary
rights in our titanium and nanoparticle  processing  technology,  as critical to
our  success.  We  have  received  various  patents,   and  filed  other  patent
applications,   for  various  applications  and  aspects  of  our  titanium  and
nanoparticle processing technology and other intellectual property. In addition,
we  generally  enter into  confidentiality  and  invention  agreements  with our
employees  and  consultants.  Such  patents and  agreements  and  various  other
measures we take to protect our intellectual property from use by others may not
be effective for various reasons, including the following:

         o    Our  pending  patent  applications  may not be granted for various
              reasons,  including the existence of similar patents or defects in
              the applications;
         o    The patents we have been granted may be challenged, invalidated or
              circumvented  because of the  pre-existence of similar patented or
              unpatented intellectual property rights or for other reasons;

                                       2


         o    Parties to the confidentiality  and invention  agreements may have
              such agreements declared  unenforceable or, even if the agreements
              are  enforceable,   may  breach  such  agreements;   o  The  costs
              associated with enforcing patents,  confidentiality  and invention
              agreements  or  other   intellectual   property  rights  may  make
              aggressive enforcement cost prohibitive;  o Even if we enforce our
              rights aggressively, injunctions, fines and other penalties may be
              insufficient  to deter  violations  of our  intellectual  property
              rights; and o Other persons may independently  develop proprietary
              information and techniques that, although functionally  equivalent
              or  superior  to  our  intellectual  proprietary  information  and
              techniques,  do not breach our patented or unpatented  proprietary
              rights.

Because the value of our company and common  shares is rooted  primarily  in our
proprietary   intellectual   property  rights,  our  inability  to  protect  our
proprietary  intellectual  property rights or gain a competitive  advantage from
such rights could have a material adverse effect on our business.

         In addition,  we may  inadvertently  be infringing  on the  proprietary
rights of other  persons  and may be  required  to obtain  licenses  to  certain
intellectual  property  or other  proprietary  rights from third  parties.  Such
licenses or proprietary rights may not be made available under acceptable terms,
if at all. If we do not obtain required licenses or proprietary rights, we could
encounter delays in product  development or find that the development or sale of
products requiring such licenses is foreclosed.


We have a substantial number of warrants and options outstanding and may issue a
significant number of additional shares upon exercise thereof.
--------------------------------------------------------------------------------
         As of July 15, 2004, there were outstanding  warrants to purchase up to
5,134,371  common shares and options to purchase up to 3,721,700  common shares.
The  existence of such  warrants and options,  and any  additional  warrants and
options we issue in the future,  may hinder  future  equity  offerings,  and the
exercise of such  warrants and options may further  dilute the  interests of all
shareholders.  The common shares issuable upon the exercise of substantially all
of our outstanding warrants are subject to resale registration  statements,  and
all of our  options  are  subject  to a  registration  statement  on  Form  S-8.
Accordingly, future resale of the common shares issuable on the exercise of such
warrants and options may generally occur immediately after exercise and may have
an adverse effect on the prevailing market price of the common shares.


We may not be able to raise sufficient capital to meet future obligations.
--------------------------------------------------------------------------------
         As of March 31,  2004,  we had  $11,490,218  in cash and have  received
additional capital since that date upon the exercise of outstanding warrants and
options to purchase our common  shares.  We expect this  capital,  together with
revenue we are entitled to receive under existing contracts,  will be sufficient
to fund  our  ongoing  operations  until  at  least  December  31,  2005 but are
uncertain  about our capital needs after that date. In addition,  we may use our
existing  capital  sooner than  projected in  connection  with an  unanticipated
transaction, litigation or another unplanned event. We may also use more capital
than  projected as we expand our research,  development  and marketing  efforts.
Unless we  experience a significant  increase in revenue,  we will need to raise
significant  amounts of additional capital in the future in order to sustain our
ongoing operations,  continue unfinished testing and additional development work
and, if certain of our  products  have been  commercialized,  produce and market
such products.

                                       3


         We may not be able to obtain the amount of additional capital needed or
may be forced to pay an extremely high price for capital.  Factors affecting the
availability and price of capital may include the following:

         o    market  factors  affecting  the  availability  and cost of capital
              generally;
         o    the price, volatility and trading volume of our common shares.
         o    our financial  results,  particularly the amount of revenue we are
              generating from operations; o the amount of our capital needs;
         o    the market's perception of nanotechnology and/or chemicals stocks;
         o    the economics of projects being pursued; and
         o    the market's perception of our ability to generate revenue through
              the  licensing  or  use  of  our   nanoparticle   technology   for
              pharmaceutical,  pigment production,  nanoparticle  production and
              other uses.

If we are unable to obtain sufficient  capital or are forced to pay a high price
for capital,  we may be unable to meet future  obligations or adequately exploit
existing or future opportunities, and may be forced to discontinue operations.

Our  competitors  have  more  resources  than  we  do,  which  may  give  them a
competitive advantage.
--------------------------------------------------------------------------------
         We have limited financial,  managerial and other resources and, because
of our early stage of development, have limited access to capital. We compete or
may  compete  against  entities  that are much  larger  than we are,  have  more
extensive resources than we do and have an established  reputation and operating
history.  Because  of their  size,  resources,  reputation,  history  and  other
factors,  certain  of  our  competitors  may be  able  to  exploit  acquisition,
development and joint venture  opportunities more rapidly,  easily or thoroughly
than we can. In addition,  potential customers may chose to do business with our
more established  competitors,  without regard to the comparative quality of our
products,  because of their perception that our competitors are more stable, are
more likely to complete various projects, are more likely to continue as a going
concern and lend greater credibility to any joint venture.

We may be unable to exploit  any  potential  pharmaceutical  application  of our
titanium and nanoparticle processing technology.
--------------------------------------------------------------------------------
         We do not  presently  have the  technical  or  financial  resources  to
conduct clinical tests on, and take to market, any pharmaceutical application of
our titanium and nanoparticle processing technology.  In order for us to get any
significant,  long-term benefit from any potential pharmaceutical application of
our technology, the following must occur:

         o    we must enter into an evaluation license or similar agreement with
              a  pharmaceutical  company  under which such  company  would pay a
              fixed or contingent fee for the right to evaluate a pharmaceutical
              use of our  technology  for a  specific  period of time and for an
              option  to  purchase  or  receive  a  license  for such use of our
              technology;

                                       4


         o    clinical tests conducted by such pharmaceutical company would have
              to indicate that the pharmaceutical use of our technology is safe,
              technically viable and financially viable;
         o    such pharmaceutical company would have to apply for and obtain FDA
              approval  of the  pharmaceutical  use of  our  technology,  or any
              related  products,   which  would  involve  extensive   additional
              testing; and
         o    such pharmaceutical  company would have to successfully market the
              product incorporating our technology.

As of the  date of this  prospectus,  we have  not  entered  into an  evaluation
license or similar agreement with a pharmaceutical  company.  We may never enter
into any such  license  or  agreement.  If we do enter  into such a  license  or
similar agreement, we may receive some payments in various stages of the testing
and evaluation of the pharmaceutical  application of our technology.  We do not,
however,  expect to receive  significant ongoing revenue unless and until an end
product incorporating the technology goes to market.

We may not benefit from  licenses to use our  technology  for  titanium  dioxide
pigment production.
--------------------------------------------------------------------------------
         Because of our relatively small size and limited  resources,  we do not
plan to use our titanium  processing  technology for  large-scale  production of
titanium  dioxide  pigments.  We have  entered  into  discussions  with  various
minerals and materials companies about licensing our technology to such entities
for  large-scale  production  of titanium  dioxide  pigments.  To date,  we have
entered into a license  agreement with only one such entity,  Western Oil Sands,
Inc. Under our license  agreement with Western Oil Sands, we expect to receive a
limited amount of revenue during the early testing and development  phase of the
agreement but will receive  significant  royalties only if Western Oil Sands and
licensees of Western Oil Sands determine in their discretion, after testing at a
demonstration  plant,  to construct or license the  construction of a full-scale
titanium pigment production facility. If we enter into other license agreements,
we expect that,  as with the Western Oil Sands  agreement,  we would not receive
significant  revenues from such licenses  unless and until  feasibility  testing
yielded  positive  results and the licensee  determined,  in its discretion,  to
construct and operate a titanium pigment production facility.

We may not be able  to  sell  nanoparticles  produced  using  the  titanium  and
nanoparticle processing technology.
--------------------------------------------------------------------------------
         We plan to use the titanium and nanoparticle  processing  technology to
produce titanium dioxide nanoparticles. Titanium dioxide nanoparticles and other
products we intend to  initially  produce  with the  titanium  and  nanoparticle
processing  technology  generally must be customized for a specific  application
working in cooperation  with the end user. We are still testing and  customizing
our titanium dioxide nanoparticle  products for various applications and have no
long-term  agreements  with end users to purchase  any of our  titanium  dioxide
nanoparticle products. We may be unable to recoup our investment in the titanium
and nanoparticle  processing technology and titanium and nanoparticle processing
equipment for various reasons, including the following:

         o    products being developed by our potential customers that could use
              our nanoparticle products, most of which are in the research or

                                       5


              development stage, may not be completed or, if completed,  may not
              be readily accepted by expected end users;

         o    even if our potential customers complete development of and find a
              market for their products,  such potential customers may determine
              to use  nanoparticle  products  of  our  competitors  for  various
              reasons, including:

         o    we may be unable to customize  our titanium  dioxide  nanoparticle
              products to meet the distinct needs of potential customers;

         o    potential  customers  may  purchase  from  competitors  because of
              perceived or actual quality or compatibility differences; and

         o    our marketing and branding  efforts may be insufficient to attract
              a sufficient number of customers; and

         o    because of our limited  funding,  we may be unable to continue our
              development  efforts  until  a  strong  market  for  nanoparticles
              develops.

Our costs of production may be too high to permit profitability.
--------------------------------------------------------------------------------
         We have not  produced any  pigments,  nanoparticles  or other  products
using our titanium and  nanoparticle  processing  technology  and equipment on a
commercial basis. Our actual costs of production, or those of our licensees, may
exceed those of  competitors  and,  even if our costs of  production  are lower,
competitors  may be able to sell titanium  dioxide and other products at a lower
price than is economical for us or our licensees.

         In addition, even if initial costs are as anticipated, the titanium and
nanoparticle  processing  equipment  may break down,  prove  unreliable or prove
inefficient in a commercial  setting.  If so, related costs,  delays and related
problems may cause  production  of titanium  dioxide  nanoparticles  and related
products to be unprofitable.

We may be unable to use, sell,  license or otherwise  dispose of our centrifugal
jig or our Tennessee mineral property in a manner that enhances the value of our
common shares.
--------------------------------------------------------------------------------
         We have determined to limit our expenditures on our centrifugal jig and
Tennessee mineral property to the minimum necessary to preserve their core value
for the short term. We are reviewing the viability and  desirability  of various
strategic  alternatives  for  our  centrifugal  jig and  our  Tennessee  mineral
property,  including  their possible  sale, use in a joint venture,  spin-off to
shareholders  or  abandonment.  We can not provide any assurance that we will be
successful in using or disposing of such assets in a manner that provides  value
to  shareholders.  In  fact,  costs  associated  with  a  disposition  or  other
transaction may exceed any value achieved from such transaction.

We have  issued a  $3,000,000  note to secure the  purchase  of the land and the
building where our titanium and nanoparticle processing assets are located.
--------------------------------------------------------------------------------
         In August 2002, we entered into a purchase and sale  agreement with BHP
Minerals International Inc. to purchase the land, building and fixtures in Reno,
Nevada where our titanium and  nanoparticle  processing  assets are located.  In


                                       6


connection  with this  transaction,  we  issued  to BHP a note in the  amount of
$3,000,000,  at an interest rate of 7%, secured by the property we acquired. The
first payment of $600,000 of principal plus accrued  interest is due February 8,
2006.  Additional payments of $600,000 plus accrued interest are due annually on
February 8, 2007 through 2010.  If we fail to make the required  payments on the
note,  BHP has the right to  foreclose  and take the  property.  If this  should
occur,  we would be  required  to  relocate  our  primary  operating  assets and
offices, causing a significant disruption in our business.

Operations  using the  titanium  and  nanoparticle  processing  technology,  our
centrifugal  jig or our  Tennessee  mineral  property  may  lead to  substantial
environmental liability.
--------------------------------------------------------------------------------
         Virtually  any prior or future  use of the  titanium  and  nanoparticle
processing technology,  our centrifugal jig or our Tennessee mineral property is
be subject to federal,  state and local  environmental laws. Under such laws, we
may be  jointly  and  severally  liable  with  prior  property  owners  for  the
treatment,  cleanup,  remediation  and/or  removal of any  hazardous  substances
discovered at any property we use. In addition,  courts or  government  agencies
may impose liability for, among other things,  the improper release,  discharge,
storage, use, disposal or transportation of hazardous substances.

Certain of our experts and  directors  reside in Canada and may be able to avoid
civil liability.
--------------------------------------------------------------------------------
         We are a  Canadian  corporation,  and  three of our  directors  and our
Canadian  legal counsel are residents of Canada.  As a result,  investors may be
unable to effect  service of process upon such persons  within the United States
and may be unable to enforce  court  judgments  against such persons  predicated
upon civil  liability  provisions of the U.S.  securities  laws. It is uncertain
whether  Canadian  courts would (i) enforce  judgments of U.S.  courts  obtained
against us or such  directors,  officers  or experts  predicated  upon the civil
liability  provisions  of  U.S.  securities  laws or (ii)  impose  liability  in
original  actions  against us or our directors,  officers or experts  predicated
upon U.S. securities laws.

We are dependent on key personnel.
--------------------------------------------------------------------------------
         Our  continued  success  will  depend  to a  significant  extent on the
services of Dr. Rudi Moerck,  our  President,  Doug  Ellsworth,  our Senior Vice
President and the senior vice  president of our new life sciences  division that
we intend to  recruit.  Our failure to recruit a competent  life  sciences  Vice
President,  or the loss or  unavailability  of Dr. Moerck or Mr. Ellsworth could
have a material  adverse  effect on our  business  and the  market  price of our
common  shares.  We do not  carry key man  insurance  on the lives of any of our
personnel  and do not have  agreements  requiring any of them to remain with our
company.

We may issue  substantial  amounts  of  additional  shares  without  stockholder
approval.
--------------------------------------------------------------------------------
         Our articles of  incorporation  authorize  the issuance of an unlimited
number of common shares that may be issued without any action or approval by our
stockholders.  In addition,  we have two stock option plans and a stock purchase
plan  that  have   potential  for  diluting  the  ownership   interests  of  our
stockholders.  The issuance of any additional common shares would further dilute
the percentage ownership of Altair held by existing stockholders.

                                       7



The market price of our common shares may increase or decrease  dramatically  at
any time for any or no apparent reason.
--------------------------------------------------------------------------------
         The market price of our common shares may be highly volatile. Our stock
price may change  dramatically as the result of  announcements  of our quarterly
results,  new  products or  innovations  by us or our  competitors,  uncertainty
regarding the viability of the titanium and nanoparticle  processing technology,
significant  customer  contracts,  significant  litigation  or other  factors or
events  that would be  expected  to affect our  business,  financial  condition,
results of operations and future  prospects.  In addition,  the market price for
our common shares may be affected by various factors not directly related to our
business, including the following:

         o    Intentional  manipulation of our stock price by existing or future
              shareholders;
         o    A  single   acquisition  or   disposition,   or  several   related
              acquisitions or dispositions, of a large number of our shares;
         o    The interest of the market in our business sector,  without regard
              to our  financial  condition,  results of  operations  or business
              prospects;
         o    Positive or negative  statements or projections about our company,
              or our industry, by analysts, stock gurus and other persons;
         o    The  adoption of  governmental  regulations  or  government  grant
              programs and similar  developments  in the United States or abroad
              that may enhance or detract from our ability to offer our products
              and services or affect our cost structure;
         o    Economic  and other  external  market  factors,  such as a general
              decline  in  market  prices  due to poor  economic  indicators  or
              investor distrust; and
         o    Speculation by short sellers of our common shares or other persons
              who stand to profit from a rapid increase or decrease in the price
              of our common shares.

We may be delisted from the Nasdaq SmallCap Market.
--------------------------------------------------------------------------------
         Our  listing  on the Nasdaq  SmallCap  Market is  conditioned  upon our
compliance  with the NASD's  continued  listing  requirements  for such  market,
including  the $1.00 per share  minimum bid  requirement.  During the first nine
months of 2003,  the market price for our common  shares  fluctuated  in a price
range that  frequently  dipped below $1.00,  and the market price for our common
shares  remained  below $1.00  during much of 2002.  If the market price for our
common shares falls and remains below $1.00 per share for an extended  period of
time, we may be delisted from the Nasdaq  SmallCap  Market.  Delisting  from the
Nasdaq  SmallCap  Market would likely have a significant  negative impact on the
trading price, volume and marketability of our common shares.

We have  never  declared  a cash  dividend  and do not  intend to declare a cash
dividend in the foreseeable future.
--------------------------------------------------------------------------------
         We have never declared or paid cash dividends on our common shares.  We
currently intend to retain any future earnings,  if any, for use in our business
and,  therefore,  do not anticipate paying dividends on our common shares in the
foreseeable future.
                                       8


Actions by our  shareholders  may harm our  business or the market  price of our
common shares.
--------------------------------------------------------------------------------
         In the past some  shareholders  have threatened  proxy  contests,  made
shareholder  proposals,  made demands of management,  threatened  litigation and
filed  press  releases  relating  to Altair  and its  management.  To the extent
actions by shareholders merit a response, we may be required to use scarce human
and capital resources responding to shareholder actions rather than pursuing our
business  goals.  The diversion of resources  would likely be substantial in the
case of litigation  or a proxy  contest.  In addition,  the market price for our
common shares and our ability to enter into  significant  business  transactions
may be adversely affected by the existence and content of shareholder action. We
can provide no assurance  that our  shareholders  will not take actions and make
claims or  representations,  whether or not true, that will adversely affect our
ability to conduct our business and the market price of our common shares.

                           FORWARD-LOOKING STATEMENTS

       This  prospectus  contains  various  forward-looking   statements.   Such
statements  can  be  identified  by  the  use  of  the   forward-looking   words
"anticipate," "estimate," "project," "likely," "believe," "intend," "expect," or
similar words. These statements discuss future expectations, contain projections
regarding future developments,  operations,  or financial  conditions,  or state
other  forward-looking   information.   When  considering  such  forward-looking
statements,  you  should  keep in mind the risk  factors  noted in the  previous
section and other  cautionary  statements  throughout  this  prospectus  and our
periodic  filings with the SEC that are  incorporated  herein by reference.  You
should  also  keep in mind  that all  forward-looking  statements  are  based on
management's  existing  beliefs  about  present  and  future  events  outside of
management's  control and on assumptions that may prove to be incorrect.  If one
or  more  risks  identified  in  this  prospectus  or  any  applicable   filings
materializes,  or any other underlying  assumptions prove incorrect,  our actual
results may vary materially from those  anticipated,  estimated,  projected,  or
intended.

       Among the key  factors  that may have a direct  bearing on our  operating
results are risks and  uncertainties  described under "Risk Factors,"  including
those   attributable   to  the  absence  of   operating   revenues  or  profits,
uncertainties  regarding the development and  commercialization  of the titanium
and nanoparticle  processing technology and uncertainties  regarding our ability
to protect and exploit our intellectual property.

                                 USE OF PROCEEDS

         All proceeds  from any sale of offered  shares,  less  commissions  and
other  customary  fees  and  expenses,  will be  paid  directly  to the  selling
shareholders  selling the offered shares.  We will not receive any proceeds from
the sale of any of the offered shares.

                                       9

                                    DILUTION

         Our   unaudited   net  tangible  book  value  at  March  31,  2004  was
$14,849,571,  or  approximately  $0.31 per each of the 48,672,640  common shares
then outstanding. Because all proceeds of this offering will be paid directly to
the selling  shareholders,  our net  tangible  book value per share  immediately
after the offering will be the same as it was  immediately  before the offering.
Accordingly,  new investors who purchase shares may suffer an immediate dilution
of the difference  between the purchase price per share and approximately  $0.31
per share.


         As of July 15,  2004,  there were  outstanding  warrants and options to
purchase up to 8,856,071  common  shares.  The  existence  of these  options and
warrants  may hinder  future  equity  offerings by us, and the exercise of those
warrants and options may have an adverse effect on the  prevailing  market price
of the common  shares.  Furthermore,  the holders of the  options  and  warrants
rights may  exercise  them at a time when we would  otherwise  be able to obtain
additional equity capital on terms more favorable to us.


                              SELLING SHAREHOLDERS

         All of the offered  shares are to be sold by persons  who are  existing
security holders of Altair. The selling  shareholders  acquired their shares and
warrants (i) in a private  placement of 1,750,000  common  shares and  1,750,000
warrants to purchase common shares that we completed on March 31, 2003; and (ii)
in a private  placement of 100,000 common shares that we completed as of June 4,
2004. For purposes of this prospectus, we have assumed that the number of shares
issuable  upon exercise of each of the warrants is the number stated on the face
thereof.  The number of shares  issuable  upon  exercise  of the  warrants,  and
available for resale  hereunder,  is subject to adjustment and could  materially
differ from the estimated  amount  depending on the occurrence of a stock split,
stock dividend,  or similar transaction resulting in an adjustment in the number
of shares subject to the warrants.

Beneficial Ownership of Selling Shareholders


         The table that follows sets forth, as of July 15, 2004:


         o    the name of each selling shareholder,
         o    certain  beneficial  ownership  information  with  respect  to the
              selling shareholders,
         o    the  number of  shares  that may be sold from time to time by each
              selling shareholder pursuant to this prospectus, and
         o    the amount (and, if one percent or more, the percentage) of common
              shares  to be owned by each  selling  shareholder  if all  offered
              shares are sold.


Beneficial  ownership is determined  in accordance  with SEC rules and generally
includes  voting or investment  power with respect to securities.  Common shares
that are issuable upon the exercise of  outstanding  options,  warrants or other
purchase rights, to the extent  exercisable within 60 days of July 15, 2004, are
treated as  outstanding  for  purposes of computing  each selling  shareholder's
percentage ownership of outstanding common shares.


                                       10





                                                                                            Shares Beneficially Owned
                                         Beneficial Ownership                                upon Completion of the
                                          Prior to Offering                                        Offering(1)
                                   ---------------------------------                      ------------------------------
      Beneficial Owner                                                    Number of
                                      Number of                         Shares Being        Number of
                                       Shares           Percent(2)         Offered           Shares         Percent(2)
------------------------------     ----------------    -------------    --------------    --------------    ------------
                                                                                                
Toyota on Western, Inc.               4,659,477(3)         9.0%          3,247,058(3)     1,412,419 (3)        2.7%
    Louis Schnur**
Alan S. Moore                           329,412(4)          *                  58,824        270,588(4)          *
Gerald W. Simonson                      294,118(5)          *                 294,118             --(5)         --
All Selling  Shareholders  as            5,283,007        10.2%             3,600,000         1,683,007        3.3%
a group


---------------------

*        Represents less than one percent of the outstanding common shares.
**       The individual  has authority to make voting and  investment  decisions
         with  respect to the  securities  of Altair  held by the entity  listed
         above the individual's name.


(1)      Assuming  the sale by each  selling  shareholder  of all of the  shares
         offered hereunder by the selling shareholder. There can be no assurance
         that any of the shares offered hereby will be sold.
(2)      The percentages set forth above have been computed  assuming the number
         of common shares outstanding equals the sum of (a) 48,757,974, which is
         the number of common shares actually  outstanding on July 15, 2004, and
         (b) common shares subject to exercisable warrants with respect to which
         the percentage is calculated.
(3)      The shares  beneficially owned by the selling  shareholder prior to the
         offering  include  2,759,022  common  shares  issuable  by us upon  the
         exercise of  warrants  held by the selling  shareholder,  1,750,000  of
         which may be offered pursuant to this prospectus.
(4)      The shares  beneficially owned by the selling  shareholder prior to the
         offering  include 29,412 common shares issuable by us upon the exercise
         of  warrants  held by the  selling  shareholder,  all of  which  may be
         offered pursuant to this prospectus.
(5)      The shares  beneficially owned by the selling  shareholder prior to the
         offering include 147,059 common shares issuable by us upon the exercise
         of  warrants  held by the  selling  shareholder,  all of  which  may be
         offered pursuant to this prospectus.


We believe  that voting and  investment  power with  respect to shares  shown as
beneficially  owned by selling  shareholders  that are entities resides with the
individuals  identified in the preceding  table.  There can be no assurance that
any of the shares offered hereby will be sold.

March 31, 2003 Private Placement of Shares and Warrants

         Toyota on Western,  Inc. acquired 1,750,000 common shares and 1,750,000
Series 2003B warrants in a private  placement that closed on March 31, 2003. The
Series  2003  warrants  were  subsequently  amended  in  order  to  clarify  the
expiration  date.  Each Series 2003B  Warrant  permits the holder to acquire one
common  share at an  exercise  price of $1.00 per share at any time prior to the

                                       11


earlier  to  occur of (a) the  fifth  anniversary  of the  issue  date,  and (b)
subsequent to the registration of the re-sale of the common shares issuable upon
the  exercise  thereof,  the 180th day  following  the date on which the closing
price of the  common  shares on our  principal  trading  market  has  equaled or
exceeded U.S. $4.00 for 10 days,  whether or not  consecutive.  The Series 2003B
Warrants  include  standard  anti-dilution  provisions  pursuant  to  which  the
exercise   price  and  number  of  shares   issuable   thereunder  are  adjusted
proportionately in the event of a stock split, stock dividend,  recapitalization
or similar  transaction.  The Series  2003B  Warrants  also  include a provision
prohibiting  their  exercise to the extent that,  giving effect to the exercise,
the number of common shares then  beneficially  owned by the holder would exceed
9.999% of the then total number of issued and outstanding common shares.


         Toyota on Western  subsequently  transferred its interest in 147,059 of
the common  shares and 147,059 of the Series 2003B  warrants  purchased on March
31, 2003 to Gerald  Simonson and an  additional  29,412 of the common shares and
29,412 of the Series 2003B  warrants  purchased on March 31, 2003 to Alan Moore.
The shares that may be offered  pursuant to this  prospectus  include all of the
common  shares  issued in the March 31, 2003  private  placement  and the common
shares  issuable upon the exercise of all of the Series 2003B Warrants issued in
the March 31, 2003 private placement. In connection with a settlement of various
claims by the Toyota on Western,  we agreed to register the resale of the common
shares described in this paragraph under the Securities Act.


June 2004 Settlement

         Toyota on Western acquired 100,000 common shares in a private placement
on June 5, 2004 as part of a  settlement  of various  issues and claims  made on
Altair,  by Toyota on  Western  and Louis  Schnur,  the sole  owner of Toyota on
Western. The shares that may be offered pursuant to this prospectus include such
common shares.  As part of the settlement  agreement,  we agreed to register the
resale of the  100,000  common  shares  described  in this  paragraph  under the
Securities Act.

                              PLAN OF DISTRIBUTION

Methods of Distribution

         The shares offered by this  prospectus may be sold from time to time by
the selling  shareholders,  who consist of the  persons  and  entities  named as
"selling shareholders" above and those persons' pledgees, donees, transferees or
other  successors  in interest.  The selling  shareholders  may sell the offered
shares on the Nasdaq  SmallCap  Market,  or  otherwise,  at market  prices or at
negotiated  prices.  They  may  sell  shares  by  one  or a  combination  of the
following:

         o    a block trade in which a broker or dealer so engaged  will attempt
              to sell the offered shares as agent, but may position and resell a
              portion of the block as principal to facilitate the transaction;
         o    purchases  by a broker or dealer as  principal  and  resale by the
              broker or dealer for its account pursuant to this prospectus;
         o    ordinary brokerage transactions and transactions in which a broker
              solicits purchasers;

                                       12


         o    an  exchange  distribution  in  accordance  with the rules of such
              exchange;
         o    privately negotiated transactions;
         o    if such a sale qualifies,  in accordance with Rule 144 promulgated
              under the Securities Act rather than pursuant to this  prospectus;
              or
         o    any other method permitted pursuant to applicable law.

          The selling shareholders may also sell shares by means of short sales.
Short sales  involve the sale by a selling  shareholder,  usually  with a future
delivery  date,  of common  shares that the seller does not own.  Covered  short
sales are sales made in an amount not greater than the number of shares  subject
to the short seller's  warrant,  exchange right or other right to acquire common
shares. A selling shareholder may close out any covered short position by either
exercising  its  warrants  or  exchange  rights  to  acquire  common  shares  or
purchasing  shares in the open market.  In  determining  the source of shares to
close  out the  covered  short  position,  a  selling  shareholder  will  likely
consider,  among other things, the price of common shares available for purchase
in the open  market as  compared  to the price at which it may  purchase  common
shares pursuant to its warrants or exchange rights.

          Naked  short  sales are any  sales in  excess of the  number of shares
subject to the short seller's warrant,  exchange right or other right to acquire
common  shares.  A selling  shareholder  must  close out any naked  position  by
purchasing  shares.  A naked  short  position  is more likely to be created if a
selling  shareholder  is  concerned  that there may be downward  pressure on the
price of the common shares in the open market.

          The existence of a significant  number of short sales generally causes
the price of the common shares to decline,  in part because it indicates  that a
number of market participants are taking a position that will be profitable only
if the price of the common shares declines.  Purchases to cover short sales may,
however,  increase  the  demand  for the  common  shares  and have the effect of
raising or maintaining the price of the common shares.

          In  making   sales,   brokers  or  dealers   engaged  by  the  selling
shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from such selling  shareholders in
amounts to be negotiated  prior to the sale. Such selling  shareholders  and any
broker-dealers  that  participate  in  the  distribution  may  be  deemed  to be
"underwriters"  within the  meaning of Section  2(11) of the  Securities  Act of
1933, and any proceeds or  commissions  received by them, and any profits on the
resale  of shares  sold by  broker-dealers,  may be  deemed  to be  underwriting
discounts and commissions.  If a selling shareholder notifies us that a material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a block trade,  special  offering,  exchange  distribution  or secondary
distribution  or a  purchase  by a broker or dealer,  we will file a  prospectus
supplement, if required pursuant to the Securities Act of 1933, setting forth:

         o    the name of each of the participating broker-dealers,
         o    the number of shares  involved,  o the price at which the  offered
              shares were sold,
         o    the  commissions  paid or discounts or concessions  allowed to the
              broker-dealers, where applicable;

                                       13


         o    a statement to the effect that the  broker-dealers did not conduct
              any   investigation   to  verify  the   information   set  out  or
              incorporated by reference in this prospectus, and
         o    any other facts material to the transaction.

Determination of Offering Price

         The offering price of the common shares  offered by this  prospectus is
being    determined    by   each   of   the    selling    shareholders    on   a
transaction-by-transaction basis based upon factors that the selling shareholder
considers   appropriate.   The  offering   prices   determined  by  the  selling
shareholders  may, or may not,  relate to a current market price but should not,
in any case,  be  considered  an  indication  of the actual  value of the common
shares.  We do not  have any  influence  over the  price  at which  any  selling
shareholders offer or sell the common shares offered by this prospectus.

Passive Market Making

          We have advised the selling  shareholders  that while they are engaged
in a distribution of the shares offered  pursuant to this  prospectus,  they are
required to comply with Regulation M promulgated  under the Securities  Exchange
Act of 1934,  as amended.  With certain  exceptions,  Regulation M precludes the
selling  shareholders,  any affiliate  purchasers and any broker-dealer or other
person who participate in the  distribution  from bidding for or purchasing,  or
attempting  to induce any person to bid for or purchase,  any  security  that is
subject  to  the  distribution  until  the  entire   distribution  is  complete.
Regulation M also  restricts  bids or purchases  made in order to stabilize  the
price of a security in connection with the distribution of that security.  We do
not intend to engage in any passive market making or stabilization  transactions
during the course of the distribution  described in this prospectus.  All of the
foregoing may affect the  marketability  of the shares offered  pursuant to this
prospectus.

General

          We are paying the expenses  incurred in connection  with preparing and
filing this prospectus and the registration statement to which it relates, other
than  selling  commissions.  In  addition,  in the event a  selling  shareholder
effects a short sale of common  shares,  this  prospectus  may be  delivered  in
connection with such short sale and the shares offered by this prospectus may be
used to cover such short sale. To the extent, if any, that a selling shareholder
may be considered an "underwriter" within the meaning of the Securities Act, the
sale of the shares by it shall be covered by this prospectus.

         We have not retained any  underwriter,  broker or dealer to  facilitate
the  offer  or  sale of the  offered  shares  offered  hereby.  We  will  pay no
underwriting  commissions or discounts in connection therewith,  and we will not
receive any proceeds from the sale of the offered shares.

         We have advised the selling  shareholders that, to the extent necessary
to comply with governing state securities laws, the offered securities should be
offered  and sold in such  jurisdictions  only  through  registered  or licensed
brokers or dealers. In addition,  we have advised the selling  shareholders that
the offered  securities may not be offered or sold in any state unless they have
been  registered or qualified for sale in the  applicable  state or an exemption
from the registration or qualification  requirement is available with respect to
such offers or sales.

                                       14


                        DESCRIPTION OF OFFERED SECURITIES

         For a description of the common shares offered hereunder,  please refer
to the  description of our common shares  provided in the Current Report on Form
8-K filed  with the SEC on July 18,  2002.  For a  description  of the  warrants
pursuant  to which  certain of the common  shares may be acquired by the selling
shareholders, see the section entitled "Selling Shareholders" above.

                                  LEGAL MATTERS

         The  validity of the shares being  offered  hereby is being passed upon
for us by Goodman and Carr LLP, Ontario, Canada.

                                     EXPERTS

         The consolidated  financial statements  incorporated in this prospectus
by reference  from the  Company's  Annual Report on Form 10-K for the year ended
December  31,  2003 have been  audited  by  Deloitte & Touche  LLP,  independent
registered  public  accounting  firm,  as  stated  in  their  report,  which  is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         As permitted by SEC rules,  this prospectus does not contain all of the
information that prospective investors can find in the Registration Statement or
the exhibits to the Registration Statement. The SEC permits us to incorporate by
reference into this prospectus  information  filed  separately with the SEC. The
information  incorporated by reference is deemed to be part of this  prospectus,
except as  superseded  or modified  by  information  contained  directly in this
prospectus or in a subsequently filed document that also is (or is deemed to be)
incorporated herein by reference.

         This prospectus incorporates by reference the documents set forth below
that we (File No.  1-12497) have  previously  filed with the SEC pursuant to the
Securities  Exchange Act of 1934, as amended.  These documents contain important
information about the Company and its financial condition.

(a) Our Annual Report on Form 10-K for the year ended  December 31, 2003,  filed
with the SEC on March 26, 2004.

         (b)  Our Quarterly  Report on Form 10-Q for the quarter ended March 31,
              2004 filed with the SEC on May 14, 2004.

         (c)  Our Current Report on Form 8-K filed with the SEC on May 20, 2004.

                                       15


         (d)  The  description  of the common  shares  contained  in our Current
              Report on Form 8-K filed with the SEC on July 18, 2002.

         We hereby  incorporate  by  reference  all reports and other  documents
filed by us pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of this offering.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly, and current reports, proxy statements,  and
other  information with the SEC. You may read and copy any reports,  statements,
or other  information  that we file at the SEC's  Public  Reference  Room at 450
Fifth  Street,   N.W.,   Washington,   D.C.  20549.   Please  call  the  SEC  at
1-800-SEC-0330  for further  information on the Public  Reference  Room. The SEC
also maintains an Internet site (http://www.sec.gov) that makes available to the
public reports, proxy statements,  and other information regarding issuers, such
as us, that file electronically with the SEC.

         In addition,  we will provide,  without charge,  to each person to whom
this prospectus is delivered, upon written or oral request of any such person, a
copy of any or all of the  foregoing  documents  (other  than  exhibits  to such
documents  which  are  not  specifically   incorporated  by  reference  in  such
documents).   Please  direct   written   requests  for  such  copies  to  Altair
Nanotechnologies Inc. at 204 Edison Way, Reno, Nevada 89502, U.S.A.,  Attention:
Ed Dickinson, Chief Financial Officer. Telephone requests may be directed to the
office of the Chief Financial Officer at (775) 858-3750.

         Our common shares are quoted on the Nasdaq  SmallCap  Market.  Reports,
proxy statements and other  information  concerning the Company can be inspected
and  copied  at the  Public  Reference  Room  of  the  National  Association  of
Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006.


                                       16




======================================================        ====================================================



                                                           
We have not  authorized  any  dealer,  salesperson  or
other  person  to give any  information  or  represent
anything  not  contained  in  this  prospectus.   This
prospectus   does  not   offer  to  sell  or  buy  any                      3,600,000 Common Shares
securities in any  jurisdiction  where it is unlawful.
The  information  in this  prospectus is current as of
July 29, 2004.



         _______________________                                         ALTAIR NANOTECHNOLOGIES INC.

                                                                            3,600,000 COMMON SHARES






                                                                                ---------------

                                                                                  Prospectus
                                                                                ---------------








                                                                                 July 30, 2004


======================================================        ====================================================





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution
----------------------------------------------------

The following  table sets forth the various  expenses of the offering,  sale and
distribution  of the  offered  securities  being  registered  pursuant  to  this
registration  statement  (the  "Registration  Statement").  All of the  expenses
listed  below  will be  borne  by the  Company.  All of the  amounts  shown  are
estimates except the SEC registration fees.


Item                                                       Amount
----                                                       ------

SEC Commission registration fees                           $1,113

NASD registration fees                                     $1,000

Accounting fees and expenses                               $5,000

Legal fees and expenses                                   $20,000

Blue Sky fees and expenses                                 $3,000

Printing Expenses                                          $1,000

Miscellaneous Expenses                                    $18,887

                                           Total:         $50,000

Item 15. Indemnification of Directors and Officers
--------------------------------------------------

Our Bylaws

         The  Registrant's  Bylaws provide that, to the maximum extent permitted
by law, the Registrant  shall indemnify a director or officer of the Registrant,
a former director or officer of the Registrant,  or another  individual who acts
or acted at the Registrant's  request as a director or officer, or an individual
acting in a similar capacity, of another entity,  against all costs, charges and
expenses,  including  any amount paid to settle an action or satisfy a judgment,
reasonably  incurred  by the  individual  in  respect  of any  civil,  criminal,
administrative,  investigative  or other  proceeding in which the  individual is
involved  because of that  association  with the Registrant or other entity.  In
addition,  the Registrants Bylaws require the Registrant to advance monies to an
indemnifiable officer,  director or similar person in connection with threatened
or pending litigation.

The Canada Business Corporations Act

         Section 124 of the Canada Business Corporations Act provides as follows
with respect to the indemnification of directors and officers:

         (1)  A  corporation   may  indemnify  a  director  or  officer  of  the
corporation,  a  former  director  or  officer  of the  corporation  or  another
individual  who acts or acted at the  corporation's  request  as a  director  or
officer,  or an  individual  acting in a similar  capacity,  of another  entity,


                                      II-1


against all costs,  charges and expenses,  including an amount paid to settle an
action or satisfy a judgment,  reasonably  incurred by the individual in respect
of any civil,  criminal,  administrative,  investigative  or other proceeding in
which  the  individual  is  involved   because  of  that  association  with  the
corporation or other entity.

         (2) A corporation  may advance  moneys to a director,  officer or other
individual  for the costs,  charges and expenses of a proceeding  referred to in
subsection (1). The individual shall repay the moneys if the individual does not
fulfill the conditions of subsection (3).

         (3) A corporation may not indemnify an individual  under subsection (1)
unless the individual

                  (a) acted  honestly  and in good faith with a view to the best
         interests  of the  corporation,  or,  as the case  may be,  to the best
         interests  of the  other  entity  for  which  the  individual  acted as
         director  or  officer  or in a similar  capacity  at the  corporation's
         request; and

                  (b) in the case of a  criminal  or  administrative  action  or
         proceeding that is enforced by a monetary  penalty,  the individual had
         reasonable  grounds for  believing  that the  individual's  conduct was
         lawful.

         (4) A  corporation  may with the  approval  of a  court,  indemnify  an
individual  referred to in subsection  (1), or advance  moneys under  subsection
(2), in respect of an action by or on behalf of the  corporation or other entity
to procure a  judgment  in its favor,  to which the  individual  is made a party
because of the individual's  association with the corporation or other entity as
described in subsection (1) against all costs,  charges and expenses  reasonably
incurred by the  individual in connection  with such action,  if the  individual
fulfills the conditions set out in subsection (3).

         (5)  Despite  subsection  (1),  an  individual   referred  to  in  that
subsection  is  entitled to  indemnity  from the  corporation  in respect of all
costs,  charges and expenses reasonably incurred by the individual in connection
with the defense of any civil, criminal, administrative,  investigative or other
proceeding  to which the  individual  is  subject  because  of the  individual's
association with the corporation or other entity as described in subsection (1),
if the individual seeking indemnity

                  (a) was not judged by the court or other  competent  authority
         to have  committed  any  fault  or  omitted  to do  anything  that  the
         individual ought to have done; and

                  (b) fulfills the conditions set out in subsection (3).

         (6) A corporation  may purchase and maintain  insurance for the benefit
of an individual referred to in subsection (1) against any liability incurred by
the individual

                  (a) in the  individual's  capacity as a director or officer of
         the corporation; or

                  (b) in the individual's  capacity as a director or officer, or
         similar capacity, of another entity, if the individual acts or acted in
         that capacity at the corporation's request.

         (7) A corporation, an individual or an entity referred to in subsection
(1) may apply to a court for an order  approving an indemnity under this section
and the court may so order and make any further order that it sees fit.

                                      II-2

         (8) An applicant under subsection (7) shall give the Director notice of
the application and the Director is entitled to appear and be heard in person or
by counsel.

         (9) On an application  under  subsection (7) the court may order notice
to be given to any interested person and the person is entitled to appear and be
heard in person or by counsel.

Other Indemnification Information

         Indemnification may be granted pursuant to any other agreement,  bylaw,
or  vote of  shareholders  or  directors.  In  addition  to the  foregoing,  the
Registrant  maintains  insurance  through a commercial  carrier  against certain
liabilities  which may be incurred by its directors and officers.  The foregoing
description is necessarily  general and does not describe all details  regarding
the  indemnification  of  officers,  directors  or  controlling  persons  of the
Registrant.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been  informed  that in the opinion of the SEC such  indemnification  is against
public  policy  as  expressed  in  the  Securities   Act,  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

         The rights of indemnification  described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of stockholders or directors or otherwise.


                                      II-3


Item 16. Exhibits.

         The  following   exhibits  required  by  Item  601  of  Regulation  S-K
promulgated  under the Securities  Act have been included  herewith or have been
filed previously with the SEC as indicated below.



  Exhibit No.                     Description                                 Incorporated by Reference/
                                                                        Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------
                                                       
            4.1     Articles of Continuance                     Incorporated  by  reference  to the Current  Report on
                                                                Form 8-K filed with the SEC on July 18, 2002.


            4.2     Bylaw No. 1                                 Incorporated  by  reference  to the Current  Report on
                                                                Form 8-K filed with the SEC on July 18, 2002.

            4.3     Form of Common Share Certificate            Incorporated  by reference to  Registration  Statement
                                                                on Form  10-SB  filed  with  the SEC on  November  25,
                                                                1996, File No. 1-12497.

            4.3     Form  of  Series  2003B   Warrant,   as     Incorporated    by   reference   to   the    Company's
                    amended                                     Registration   Statement   on  Form   S-3,   File  No.
                                                                333-117125, filed with the SEC on July 2, 2004.

            4.5     Amended   and   Restated    Shareholder     Incorporated  by  reference to the  Company's  Current
                    Rights  Plan dated  October  15,  1999,     Report on Form 8-K filed with the SEC on November  19,
                    between    the   Company   and   Equity     1999, File No. 1-12497.
                    Transfer Services, Inc.

              5     Opinion of  Goodman  and Carr LLP as to     Filed herewith
                    legality of securities offered

           10.1     Settlement   Agreement  dated  June  4,     Filed herewith
                    2004 with Toyota On Western,  Inc.  and
                    Louis Schnur

                    [Portions of this Exhibit have been omitted
                    pursuant to Rule 24b-2,  are filed separately
                    with the SEC and are subject to a confidential
                    treatment request.]

           10.2     Registration   Rights  Agreement  dated     Filed herewith
                    June 4,  2004 with  Toyota On  Western,
                    Inc.

           23.1     Consent of Deloitte & Touche LLP            Filed herewith

           23.2     Consent of Goodman and Carr LLP             Included in Exhibit No. 5.

             24     Powers of Attorney                          Included on the signature page hereof.
-----------------------


                                                         II-4

Item 17. Undertakings.
----------------------

(a)      The undersigned registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i)      To  include  any  prospectus   required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

(ii)     To  reflect in the  prospectus  any facts or events  arising  after the
effective date of this registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration  Statement;
notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)    To  include  any  material  information  with  respect  to the  plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3)      To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant,  the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter


                                      II-5


has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Reno, State of Nevada, on July 30, 2004.

                                         ALTAIR NANOTECHNOLOGIES INC


                                         By       /s/ Rudi E. Moerck
                                           -------------------------------------
                                                  Rudi E. Moerck
                                                  President


                              ADDITIONAL SIGNATURES


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.





                  Signature                                        Title                               Date
                  ---------                                        -----                               ----


                                                                                            
/s/ Rudi E. Moerck                               President and Director
------------------------------------------------(Principal Executive Office and authorized
Rudi E. Moerck                                  representative of the Registrant in the
                                                United States)                                    July 30, 2004

/s/ Edward Dickinson
----------------------------------------------- Chief Financial Officer and Secretary
Edward Dickinson                                (Principal Financial and Accounting
                                                Officer)                                          July 30, 2004

/s/ Jon Bengtson*                               Chairman of the Board
----------------------------------------------- Director                                          July 30, 2004
Jon Bengtson


/s/ Michel Bazinet*                             Director                                          July 30, 2004
-----------------------------------------------
Michel Bazinet

/s/ James Golla*                                Director                                          July 30, 2004
-----------------------------------------------
James Golla

/s/ George Hartman*                             Director                                          July 30, 2004
-----------------------------------------------
George Hartman

/s/ Christopher Jones*                          Director                                          July 30, 2004
-----------------------------------------------
Christopher Jones


                                      II-6




                                                                                            
/s/ David King*                                 Director                                          July 30, 2004
-----------------------------------------------
David King

         By: /s/ Rudi E. Moerck
             ----------------------------------
              Rudi E. Moerck, Attorney-In-Fact


                                      II-7







                                  EXHIBIT INDEX


The following  exhibits required by Item 601 of Regulation S-K promulgated under
the  Securities  Act have been included  herewith or have been filed  previously
with the SEC as indicated below.


  Exhibit No.                     Description                                 Incorporated by Reference/
                                                                        Filed Herewith (and Sequential Page #)
----------------    ----------------------------------------    -------------------------------------------------------
                                                       

            4.1     Articles of Continuance                     Incorporated  by  reference  to the Current  Report on
                                                                Form 8-K filed with the SEC on July 18, 2002.

            4.2     Bylaw No. 1                                 Incorporated  by  reference  to the Current  Report on
                                                                Form 8-K filed with the SEC on July 18, 2002.

            4.3     Form of Common Share Certificate            Incorporated  by reference to  Registration  Statement
                                                                on Form  10-SB  filed  with  the SEC on  November  25,
                                                                1996, File No. 1-12497.

            4.3     Form  of  Series  2003B   Warrant,   as     Incorporated    by   reference   to   the    Company's
                    amended                                     Registration   Statement   on  Form   S-3,   File  No.
                                                                333-117125, filed with the SEC on July 2, 2004.

            4.5     Amended   and   Restated    Shareholder     Incorporated  by  reference to the  Company's  Current
                    Rights  Plan dated  October  15,  1999,     Report on Form 8-K filed with the SEC on November  19,
                    between    the   Company   and   Equity     1999, File No. 1-12497.
                    Transfer Services, Inc.

              5     Opinion of  Goodman  and Carr LLP as to     Filed herewith
                    legality of securities offered

           10.1     Settlement   Agreement  dated  June  4,     Filed herewith
                    2004 with Toyota On Western,  Inc.  and
                    Louis Schnur

                    [Portions of this Exhibit have been omitted
                    pursuant to Rule 24b-2,  are filed separately
                    with the SEC and are subject to a confidential
                    treatment request.]

           10.2     Registration   Rights  Agreement  dated     Filed herewith
                    June 4,  2004 with  Toyota On  Western,
                    Inc.

           23.1     Consent of Deloitte & Touche LLP            Filed herewith

           23.2     Consent of Goodman and Carr LLP             Included in Exhibit No. 5.

             24     Powers of Attorney                          Included on the signature page hereof.
-----------------------


                                      II-8