As filed with the Securities and Exchange Commission on October 30, 2003

                                                    Registration No. 333-_______

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

                                    FORM S-3
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933


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


               Canada                                       None
  (State or other jurisdiction of                     (I.R.S. employer
   incorporation or organization)                  identification number)

          William P. Long                                Copies to:
      Chief Executive Officer
    Altair Nanotechnologies Inc.                    Bryan T. Allen, Esq.
  1725 Sheridan Avenue, Suite 140                   Brian G. Lloyd, Esq.
        Cody, Wyoming 82414                            STOEL RIVES LLP
           (307) 587-8245                     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: [ ]





                                           CALCULATION OF REGISTRATION FEE

========================================== ================= ================== ================ ===================
                                                                                   Proposed
                                                                                    maximum
Title of each class                                          Proposed maximum      aggregate
of securities to be registered               Amount to be     offering price       offering          Amount of
                                              registered       per share(1)        price(1)       registration fee
------------------------------------------ ----------------- ------------------ ---------------- -------------------
                                                                                            
Common shares, no par value                  2,346,169(2)          $1.21          $2,838,864            $230

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


(1)      Estimated  pursuant to Rule 457 solely for the  purpose of  calculating
         the registration  fee, based upon the average of the high and low sales
         prices for the common shares as reported on the Nasdaq  SmallCap Market
         on October 28, 2003.
(2)      In addition,  pursuant to Rule 416 of the Securities Act of 1933,  this
         Registration  Statement  covers a  presently  indeterminate  number  of
         common  shares  issuable upon the  occurrence  of a stock split,  stock
         dividend, or other similar transaction.

Pursuant to Rule 429 under the Securities  Act of 1933, the prospectus  filed as
part of this  Registration  Statement  will be used as a combined  prospectus in
connection  with this  Registration  Statement  and  registration  statement No.
333-108411, pursuant to which 1,337,286 common shares were registered.

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

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.
                             3,406,637 Common Shares
                               ------------------


         This  prospectus  relates to the offering and sale of 3,406,637  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,  1,757,563 are currently owned by the selling
shareholders  and the  remaining  1,649,074  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 October 28,
2003,  the  closing  sale price of a common  share,  as  reported  by the Nasdaq
SmallCap Market, was $1.22 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.

--------------------------------------------------------------------------------
Consider  carefully  the risk  factors  beginning  on page 2 in this  prospectus
before investing in the offered shares being sold with this prospectus.
--------------------------------------------------------------------------------


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



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 October 30, 2003












                                                  TABLE OF CONTENTS


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


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


USE OF PROCEEDS..................................................................................................10


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


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


PLAN OF DISTRIBUTION.............................................................................................15


DESCRIPTION OF OFFERED SECURITIES................................................................................18


LEGAL MATTERS....................................................................................................18


EXPERTS..........................................................................................................18


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................18


WHERE YOU CAN FIND MORE INFORMATION..............................................................................19









                                  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 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 June 30, 2003, we have  generated  $292,752 of revenues from our titanium and
nanoparticle processing technology and $28,270 from use of the jig in consulting
contracts.  We have not completed exploration of the Tennessee mineral property.
We can  provide  no  assurance  that we will  ever  generate  revenues  from the
Tennessee  mineral property or that we will generate  substantial  revenues from
the titanium and nanoparticle processing technology or the jig.

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 2001 were $6,021,532 and our losses
from  operations in 2002 were  $7,856,711.  We will continue to experience a net
operating loss until, and if, the titanium processing technology, the jig and/or
the Tennessee mineral property begin generating  significant  revenues.  Even if
any or all such products or projects 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.

We may not be able to raise sufficient capital to meet future obligations.
------------------------------------------------------------------------- -
..........
         As of June 30, 2003, we had  $1,032,248  in cash and a working  capital
deficit of $485,133.  Although we have raised additional  capital since June 30,
2003, we do not expect that this capital,  when combined with projected revenues
from nanoparticle  sales,  will be sufficient to fund our ongoing  operations in
the long  term.  Accordingly,  we will  need to  raise  significant  amounts  of
additional  capital in the future in order to sustain our ongoing operations and
continue  the testing and  additional  development  work  necessary to place the
titanium and nanoparticle  processing technology into continuous  operation.  In
addition,  we will need  additional  capital for  exploration  of the  Tennessee
mineral  property.  If we  determine  to  construct  and  operate  a mine on the
Tennessee  mineral  property,  we will  need to obtain a  significant  amount of
additional capital to complete construction of the mine and commence operations.

         We may not be able 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;

                                       2


         o    our  financial  results,   particularly  a  continued  absence  of
              significant revenue;
         o    the amount of our capital needs;
         o    the market's perception of technology and/or minerals stocks;
         o    the economics of projects being pursued;
         o    the market's perception of our ability to generate revenue through
              the licensing of our nanoparticle  technology for  pharmaceutical,
              pigment production and other uses;
         o    the market's  perception  of our ability to recover  minerals with
              the jig or titanium  processing  technology  or from the Tennessee
              mineral property; and
         o    the price, volatility and trading volume of our common shares.

         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.

We have a substantial number of warrants and options outstanding and may issue a
significant number of additional shares upon exercise thereof.
--------------------------------------------------------------------------------
         As of December 31, 2002, there were outstanding warrants to purchase up
to 9,170,171  common shares at a weighted  average  exercise  price of $1.92 per
share and  options  to  purchase  up to  4,061,700  common  shares at a weighted
average exercise price of $3.83 per share. We have issued additional options and
warrants  since such date. The existence of such warrants and options may hinder
future  equity  offerings,  and the  exercise of such  warrants  and options may
further  dilute the interests of all  shareholders.  Future resale of the common
shares issuable on the exercise of such warrants and options may have an adverse
effect on the prevailing market price of the common shares.

Our  competitors  may be able to raise  money  and  exploit  opportunities  more
rapidly, easily and thoroughly than we can.
--------------------------------------------------------------------------------
         We have limited financial 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 have better access to capital and other  significant  resources
than we do and, as a result, may be able to exploit  acquisition and development
opportunities more rapidly, easily or thoroughly than we can.

We have  issued a  $3,000,000  note to secure the  purchase  of the land and the
building where our titanium 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
connection with this transaction, BHP also agreed to terminate our obligation to
pay royalties  associated with the sale or use of the titanium and  nanoparticle
processing  technology.  In  return,  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


                                       3


note,  BHP has the right to  foreclose  and take the  property.  If this  should
occur,  we would be required  to relocate  our  titanium  processing  assets and
offices, causing a significant disruption in our business.

Operations using the titanium and nanoparticle processing technology, the jig or
the Tennessee mineral property may lead to substantial environmental liability.
--------------------------------------------------------------------------------
         Virtually any proposed use of the titanium and nanoparticle  processing
technology,  the jig or the  Tennessee  mineral  property  would 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.  We might use hazardous  substances
and,  if we do, we will be  subject  to  substantial  risks  that  environmental
remediation will be required.

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 United States  securities  laws. It is
uncertain  whether Canadian courts would (i) enforce  judgments of United States
courts  obtained  against us or such directors,  officers or experts  predicated
upon the civil  liability  provisions of United States  securities  laws or (ii)
impose liability in original  actions against Altair or its directors,  officers
or experts predicated upon United States securities laws.

We are dependent on key personnel.
--------------------------------------------------------------------------------
         Our  continued  success  will  depend  to a  significant  extent on the
services of Dr. William P. Long, our Chief Executive  Officer,  Dr. Rudi Moerck,
our President,  and Mr. C. Patrick  Costin,  our Vice President and President of
Fine Gold  Recovery  Systems,  Inc.  and  Mineral  Recovery  Systems,  Inc.  our
wholly-owned subsidiaries. The loss or unavailability of Dr. Long, Dr. Moerck or
Mr. Costin 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
Dr. Long, Dr. Moerck or Mr. Costin.

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.  All such  shares may be issued  without any action or
approval by our stockholders.  In addition, we have two stock option plans and a
stock purchase plan which 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.

                                       4


The market price of our common shares is extremely volatile.
--------------------------------------------------------------------------------
         Our common shares are listed on the Nasdaq SmallCap Market.  Trading in
our common shares has been characterized by a high degree of volatility. Trading
in our common shares may continue to be characterized by extreme  volatility for
numerous reasons, including the following:

         o    Uncertainty   regarding   the   viability   of  the  titanium  and
              nanoparticle  processing  technology,  the  jig or  the  Tennessee
              mineral property;
         o    Dominance  of trading in our  common  shares by a small  number of
              firms;
         o    Positive or negative announcements by us or our competitors;
         o    Uncertainty  regarding  our ability to maintain our listing on the
              Nasdaq SmallCap Market and/or continue as a going concern;
         o    Industry trends,  general economic conditions in the United States
              or  elsewhere,  or the  general  markets  for  equity  securities,
              minerals, or commodities; 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  months
preceding  the date of this  prospectus,  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 and early
2003.  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.

If you purchase shares in this offering, you will face immediate and substantial
dilution.
--------------------------------------------------------------------------------
         This offering involves  immediate  substantial  dilution to prospective
investors.  The tangible book value per common share immediately  following this
offering  will  likely be  substantially  less than the price you pay per common
share.

We may be unable to exploit  any  potential  pharmaceutical  application  of our
titanium and nanoparticle processing technology.
--------------------------------------------------------------------------------
         We do not  have  the  technical  or  financial  resources  to  complete
development  of,  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:

                                       5


         o    we must enter into an evaluation license or similar agreement with
              an existing  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;

         o    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.

Although  we may receive  some  significant  payments  in various  stages of the
testing and evaluation of the pharmaceutical  application of our technology,  we
are not expecting to receive significant ongoing revenue unless and until an end
product incorporating the technology goes to market.

We may not be able to  license  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,  however,  entered into  discussions with
various minerals and materials  companies about licensing our technology to such
entities for large-scale  production of titanium dioxide  pigments.  We have not
entered into any long-term  licensing  agreements with respect to the use of our
titanium  processing  technology for large-scale  production of titanium dioxide
pigments  and can  provide no  assurance  that we will be able to enter into any
such  agreement.  Even if we enter  into such  agreement,  we would not  receive
significant  revenues  from such license until  feasibility  testing is complete
and, if the results of  feasibility  testing  were  negative,  would not receive
significant revenues at any time.

We may not be able  to  sell  nanoparticles  produced  using  the  titanium  and
nanoparticle processing technology.
--------------------------------------------------------------------------------
         o    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   processing
              equipment for various reasons, including the following:

                                       6


         o    products  utilizing our titanium  dixoide  nanoparticle  products,
              most of which are in the research or development stage, may not be
              completed  or,  if  completed,  may  not be  readily  accepted  by
              expected end users;

         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;

         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  mineral  products  using our  titanium  and
nanoparticle  processing  technology  and equipment on a commercial  basis.  Our
actual costs of  production  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.

         In addition, even if our initial costs are as anticipated, the titanium
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 have not  completed  testing  and  development  of the jig and are  presently
focusing our resources on other projects.
--------------------------------------------------------------------------------
         We have not completed  testing of, or developed a production  model of,
any series of the jig. We do not expect to complete  testing and  development of
the jig during the coming year and have  determined to focus most of our limited
resources on the titanium and nanoparticle  processing technology.  We may never
develop a production model of the jig.

Even if we complete  development of the jig, the jig may prove  unmarketable and
may not perform as anticipated in a commercial operation.
--------------------------------------------------------------------------------
         The  designed  capacity  of the  Series  12 jig is too  small  for coal
washing, heavy minerals extraction,  and most other intended applications of the
jig,  except use in small placer gold mines or similar  operations.  Even if the
Series 12 jig is completed and performs to design  specifications  in subsequent
tests or at a  commercial  facility,  we  believe  that,  because  of its  small
capacity, the potential market for the Series 12 jig is limited.

         If we complete development of and begin marketing a production model of
the Series 30 jig, it may not prove  attractive to potential  end users,  may be
rendered obsolete by competing  technologies or may not recover end product at a
commercially  viable  rate.  Even if  technology  included in the jig  initially
proves attractive to potential end users,  performance  problems and maintenance
issues may limit the market for the jig.

                                       7


The jig faces  competition  from other  jig-like  products and from  alternative
technologies.
--------------------------------------------------------------------------------
         Various   jig-like   products  and   alternative   mineral   processing
technologies  perform many functions similar or identical to those for which the
jig is designed. Results from further tests or actual operations may reveal that
these alternative  products and technologies are better adapted to any or all of
the uses for which the jig is intended.  Moreover,  regardless  of test results,
consumers may view any or all of such  alternative  products and technologies as
technically superior to, or more cost effective than, the jig.

Certain patents for the jig have expired, and those that have not expired may be
difficult to enforce.
--------------------------------------------------------------------------------
         All of the initial  patents issued on the jig have expired,  and we are
unable to prevent competitors from copying the technology once protected by such
patents. Additional patents related to the process through which water is pulsed
through the cylindrical  screen on the jig expire beginning in 2010, and patents
for an efficiency-enhancing aspect of the cylindrical screen expire during 2018.
The cost of enforcing patents is often significant,  especially outside of North
America. Accordingly, we may be unable to enforce even our patents that have not
yet expired.

We have  suspended  examining the  feasibility  of mining the Tennessee  mineral
property and may not have working capital  sufficient to again continue  testing
efforts.
--------------------------------------------------------------------------------
         Due to a shortage of working  capital,  we have  suspended  feasibility
testing of the Tennessee mineral property.  We do not expect to obtain an amount
of  working  capital  sufficient  to  again  start  feasibility  testing  of the
Tennessee mineral property in the foreseeable future.

         Even if we again commence  feasibility testing on the Tennessee mineral
property,  we are unable to provide any  assurance  that mining of the Tennessee
mineral  property is feasible or to identify all processes that we would need to
complete  before we could commence a mining  operation on the Tennessee  mineral
property.  To the extent early feasibility  testing yields positive results,  we
expect feasibility testing to involve, among other things, the following:

         o    operating a pilot mining  facility to determine  mineral  recovery
              efficiencies and the quality of end products;
         o    additional  drilling  and  sampling  in order  to more  accurately
              determine the quantity,  quality and continuity of minerals on the
              Tennessee mineral property;
         o    examining production costs and the market for products produced at
              the pilot facility;
         o    designing any proposed mining facility;
         o    identifying  and  applying  for  the  permits  necessary  for  any
              proposed full-scale mining facility; and
         o    attempting to secure financing for any proposed  full-scale mining
              facility.

Our test  production  at the  pilot  plant,  economic  analysis  and  additional
exploration activities may indicate any of the following:

                                       8


         o    that  the  Tennessee  mineral  property  does  not  contain  heavy
              minerals of a sufficient quantity, quality or continuity to permit
              any mining;
         o    that production costs exceed anticipated revenues;
         o    that end  products  do not meet  market  requirements  or customer
              expectations;
         o    that there is an insufficient market for products minable from the
              Tennessee  mineral  property;  and/or o that mining the  Tennessee
              mineral  property is otherwise  not  economically  or  technically
              feasible.

         Even  if we  conclude  that  mining  is  economically  and  technically
feasible  on the  Tennessee  mineral  property,  we may be unable to obtain  the
capital, resources and permits necessary to mine the Tennessee mineral property.
Market  factors,  such as a decline  in the price  of, or demand  for,  minerals
recoverable  at  the  Tennessee  mineral  property,  may  adversely  affect  the
development  of mining  operations  on such  property.  In addition,  as we move
through the testing  process,  we may identify  additional items that need to be
researched and resolved before any proposed mining operation could commence.

We cannot  forecast the life of any potential  mining  operation  located on the
Tennessee mineral property.
--------------------------------------------------------------------------------
         We have not explored and tested the Tennessee  mineral  property enough
to establish the existence of a commercially minable deposit (i.e. a reserve) on
such property.  Until such time as a reserve is established  (of which there can
be no  assurance),  we cannot  provide an estimate as to how long the  Tennessee
mineral property could sustain any proposed mining operation.

We may be  unable to  obtain  necessary  environmental  permits  and may  expend
significant resources in order to comply with environmental laws.
--------------------------------------------------------------------------------
         In order to begin  construction and commercial  mining on the Tennessee
mineral property, we must obtain additional federal, state and local permits. We
will also be required to conform our operations to the  requirements of numerous
federal,  state and local  environmental laws. Because we have not yet commenced
design of a commercial mining facility on the Tennessee mineral property, we are
not in a position  to  definitively  ascertain  which  federal,  state and local
mining  and  environmental  laws or  regulations  would  apply  to a mine on the
Tennessee  mineral property.  Nevertheless,  we anticipate having to comply with
and/or  obtain  permits  under the Clean Air Act,  Clean Water Act and  Resource
Conservation   and  Recovery  Act,  in  addition  to  numerous  state  laws  and
regulations  before  commencing  construction  or  operation  of a  mine  on the
Tennessee mineral property.  We can provide no assurance that we will be able to
comply with such laws and  regulations or obtain any such permits.  In addition,
obtaining  such  permits  and  complying  with  such   environmental   laws  and
regulations may be cost prohibitive.

                           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


                                       9


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 the jig, development risks associated
with the Tennessee mineral property and  uncertainties  regarding our ability to
obtain  capital  sufficient to continue our  operations  and pursue our proposed
business strategy.

                                 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.

                                    DILUTION

         Our unaudited net tangible book value at June 30, 2003 was  $3,912,129,
or  approximately   $0.10  per  each  of  the  37,282,787   common  shares  then
outstanding.  Accordingly,  new  investors  who  purchase  shares  may suffer an
immediate  dilution of the  difference  between the purchase price per share and
approximately $0.10 per share.

         As of October 15, 2003, there were outstanding  warrants and options to
purchase up to 17,308,977 common shares. The existence of such options, warrants
and  conversions  rights  may  hinder  future  equity  offerings  by us, and the
exercise  of such  warrants  and  options  may  have an  adverse  effect  on the
prevailing market price of the common shares.  Furthermore,  the holders of such
options,  warrants and  conversion  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 in private placements of (i) 891,524 common shares and 445,762 warrants
to purchase  common  shares that we  completed  on July 31,  2003;  (ii) 631,882


                                       10


warrants that we completed on September  12, 2003,  and (iii)  2,034,381  common
shares and 571,430  warrants  to purchase  common  shares that we  completed  on
September 30, 2003.  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 October 15, 2003:

         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 October 15, 2003,
are treated as outstanding for purposes of computing each selling  shareholder's
percentage ownership of outstanding common shares.




                                       11





                                                                                             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)
------------------------------     ----------------    -------------    --------------     -------------    ------------
                                                                                
Vertical Ventures LLC                 2,235,078(3)         5.4%          1,850,630(3)       384,448(3)           *
    Joshua Silverman**

Cranshire Capital, L.P.               2,309,308(4)         5.5%            631,882(4)      1,677,426(5)        4.0%
   Mitchell Kopin**

Omicron Master Trust(5)                 660,732(6)         1.6%            566,982(6)       93,750(6)            *


Lionhart Aurora Fund Limited            450,893(7)         1.1%          357,143(7)         93,750(7)            *
   Neill M. Ebers**

All Selling  Shareholders  as         5,656,011(8)        12.89%       3,406,637(8)      2,249,374(8)         5.3%
a Group
---------------------


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

(1)      Assuming  the sale by each  selling  shareholder  of all of the  shares
         offered  hereunder  by  such  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) 40,179,575, which is
         the number of common shares  actually  outstanding on October 15, 2003,
         and (b) common shares  subject to  exercisable  warrants and conversion
         rights with respect to which such percentage is calculated.
(3)      The  shares  beneficially  owned by such  selling  shareholder  include
         1,001,325  common  shares  issuable by us upon the exercise of warrants
         held by such selling shareholder, 616,877 of which are offered pursuant
         to this prospectus. Under the two registration statements to which this
         prospectus   relates,  an  aggregate  of  1,850,630  shares  have  been
         registered for re-sale by such person.  Of such shares,  None have been
         sold as of the date of this prospectus.
(4)      The  shares  beneficially  owned by such  selling  shareholder  include
         2,122,849  common  shares  issuable by us upon the exercise of warrants
         held by such selling shareholder, 631,882 of which are offered pursuant
         to this prospectus.
(5)      Omicron  Capital,   L.P.,  a  Delaware  limited  partnership  ("Omicron
         Capital"),  serves as investment  manager to Omicron  Master  Trust,  a
         trust formed under the laws of Bermuda  ("Omicron").  Omicron  Capital,
         Inc.,  a Delaware  corporation  ("OCI"),  serves as general  partner of
         Omicron   Capital,   and  Winchester   Global  Trust  Company   Limited
         ("Winchester")  serves as the  trustee  of  Omicron.  By reason of such
         relationships,   Omicron  Capital  and  OCI  may  be  deemed  to  share
         investment  power over the shares of our common stock owned by Omicron,


                                       12


         and Winchester may be deemed to share voting and investment  power over
         the shares of our common stock owned by Omicron.  Omicron Capital,  OCI
         and  Winchester  disclaim  beneficial  ownership  of such shares of our
         common stock. Omicron Capital has delegated authority from the board of
         directors of Winchester  regarding the portfolio  management  decisions
         with  respect to the shares of common stock owned by Omicron and, as of
         April 21,  2003,  Mr.  Olivier H.  Morali and Mr.  Bruce T.  Bernstein,
         officers of OCI, have  delegated  authority from the board of directors
         of OCI regarding the portfolio  management decisions of Omicron Capital
         with respect to the shares of common stock owned by Omicron.  By reason
         of such delegated authority, Messrs. Morali and Bernstein may be deemed
         to share  investment power over the shares of our common stock owned by
         Omicron.  Messrs. Morali and Bernstein disclaim beneficial ownership of
         such  shares of our common  stock and  neither of such  persons has any
         legal right to maintain such delegated  authority.  No other person has
         sole or shared "voting power" or "investment power" with respect to the
         shares of our common stock being offered by Omicron, as those terms are
         used for purposes of Regulation 13D-3 of the Securities Exchange Act of
         1934, as amended.  Omicron and Winchester are not  "affiliates"  of one
         another,  as that term is used for purposes of the Securities  Exchange
         Act of  1934,  as  amended,  or of  any  other  person  named  in  this
         prospectus as a selling stockholder. No person or "group" (as that term
         is used in Section  13(d) of the  Securities  Exchange Act of 1934,  as
         amended,   or  the  SEC's   Regulation   13D-3)  controls  Omicron  and
         Winchester.
(6)      The  shares  beneficially  owned by such  selling  shareholder  include
         375,017 common shares issuable by us upon the exercise of warrants held
         by such selling  shareholder,  281,267 of which are offered pursuant to
         this prospectus.  Under the two  registration  statements to which this
         prospectus  relates, an aggregate of 843,800 shares were registered for
         re-sale by such person.  Of such  shares,  276,818 have been sold as of
         the date of this  prospectus  and are not  included  in the  "Number of
         Shares Being Offered."
(7)      The  shares  beneficially  owned by such  selling  shareholder  include
         212,798 common shares issuable by us upon the exercise of warrants held
         by such selling  shareholder,  119,048 of which are offered pursuant to
         this prospectus.
(8)      The shares  beneficially  owned by the selling  shareholders as a group
         include  3,711,989  common  shares  issuable by us upon the exercise of
         warrants  held by the selling  shareholders  as a group,  1,649,074  of
         which are 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.

Private Placement of Shares and Warrants

Vertical Ventures LLC

         Vertical Ventures LLC acquired 614,706 common shares and 307,353 Series
2003E Warrants in a private placement to two institutional investors that closed
on July 31, 2003.  Each Series 2003E  Warrant  permits the holder to acquire one
common  share at an  exercise  price of $1.75 per share at any time prior to the
fifth  anniversary of the issue date. The Series 2003E 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 2003E
Warrants also include a provision prohibiting their exercise to the extent that,
giving effect to such  exercise,  the number of common shares then  beneficially
owned by the holder would  exceed  9.999% of the then total number of issued and


                                       13


outstanding  common  shares.  The shares  that may be offered  pursuant  to this
prospectus  include such common shares,  and the common shares issuable upon the
exercise of such Series 2003E Warrants. In connection with the offer and sale of
such securities to the selling shareholder,  we agreed to register the resale of
included common shares under the Securities Act of 1933, as amended.

         Vertical Ventures LLC acquired 619,047 common shares and 309,524 Series
2003F  Warrants in a private  placement to three  institutional  investors  that
closed on September 30, 2003.  Each Series 2003F  Warrant  permits the holder to
acquire  one common  share at an  exercise  price of $2.00 per share at any time
prior to the fifth  anniversary  of the issue date.  The Series  2003F  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 2003F Warrants also include a provision prohibiting their exercise to
the extent that,  giving  effect to such  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.  The shares that may be offered
pursuant to this  prospectus  include such common shares,  and the common shares
issuable upon the exercise of such Series 2003F Warrants. In connection with the
offer  and sale of such  securities  to the  selling  shareholder,  we agreed to
register the resale of included  common shares under the Securities Act of 1933,
as amended.

Cranshire Capital, L.P.

         Cranshire  Capital,  L.P.  acquired  631,882 Series 2003E Warrants in a
private  placement to a single  institutional  investor that closed on September
12,  2003.  Each Series 2003E  Warrant  permits the holder to acquire one common
share at an  exercise  price of $1.75 per  share at any time  prior to the fifth
anniversary  of the issue  date.  The Series  2003E  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 2003E
Warrants also include a provision prohibiting their exercise to the extent that,
giving effect to such  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.  The shares  that may be offered  pursuant  to this
prospectus  include the common shares  issuable upon the exercise of such Series
2003E Warrants.  In connection with the offer and sale of such securities to the
selling shareholder,  we agreed to register the resale of included common shares
under the Securities Act of 1933, as amended.

Omicron Master Trust

         Omicron Master Trust acquired  276,818 common shares and 138,409 Series
2003E Warrants in a private placement to two institutional investors that closed
on July 31, 2003.  Each Series 2003E  Warrant  permits the holder to acquire one
common  share at an  exercise  price of $1.75 per share at any time prior to the
fifth  anniversary of the issue date. The Series 2003E 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 2003E
Warrants also include a provision prohibiting their exercise to the extent that,
giving effect to such  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. The common shares acquired by Omicron Master Trust in
such  offering  have been re-sold under a re-sale  registration  statement.  The
shares that may be offered pursuant to this prospectus include the common shares
issuable upon the exercise of such Series 2003E Warrants. In connection with the
offer  and sale of such  securities  to the  selling  shareholder,  we agreed to
register the resale of included  common shares under the Securities Act of 1933,
as amended.

                                       14


         Omicron Master Trust acquired  285,715 common shares and 142,858 Series
2003F  Warrants in a private  placement to three  institutional  investors  that
closed on September 30, 2003.  Each Series 2003F  Warrant  permits the holder to
acquire  one common  share at an  exercise  price of $2.00 per share at any time
prior to  September  30,  2008.  The  Series  2003F  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 2003F
Warrants also include a provision prohibiting their exercise to the extent that,
giving effect to such  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.  The
shares  that may be offered  pursuant  to this  prospectus  include  such common
shares,  and the common  shares  issuable upon the exercise of such Series 2003F
Warrants.  In  connection  with the  offer  and sale of such  securities  to the
selling shareholder,  we agreed to register the resale of included common shares
under the Securities Act of 1933, as amended.

Lionhart Aurora Fund Limited

         Lionhart Aurora Fund Limited acquired 238,095 common shares and 119,048
Series 2003F Warrants in a private  placement to three  institutional  investors
that closed on September 30, 2003.  Each Series 2003F Warrant permits the holder
to acquire one common share at an exercise  price of $2.00 per share at any time
prior to the fifth  anniversary  of the issue date.  The Series  2003F  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 2003F Warrants also include a provision prohibiting their exercise to
the extent that,  giving  effect to such  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.  The shares that may be offered
pursuant to this  prospectus  include such common shares,  and the common shares
issuable upon the exercise of such Series 2003F Warrants. In connection with the
offer  and sale of such  securities  to the  selling  shareholder,  we agreed to
register the resale of included  common shares under the Securities Act of 1933,
as amended.

                              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;
         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.

                                       15


          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 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;
         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.

                                       16


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.

                                       17


                        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 such 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, as amended by Form
10-K/A,  for the year ended  December  31, 2002 have been  audited by Deloitte &
Touche  LLP,  independent  auditors,  as stated in their  report  (which  report
expresses an unqualified opinion and includes an explanatory paragraph referring
to the  uncertainty  that  the  Company  will  be able  to  continue  as a going
concern),   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,
              2002,  filed  with  the SEC on  March  17,  2003,  as  amended  by
              Amendment  No. 1 on Form  10-K/A  filed  with the SEC on April 29,
              2003.

         (b)  Our Quarterly  Report on Form 10-Q for the quarter ended March 31,
              2003 filed with the SEC on May 14, 2003.

         (c)  Our Current Report on Form 8-K filed with the SEC on May 28, 2003.

                                       18


         (d)  Our  Quarterly  Report on Form 10-Q for the quarter ended June 30,
              2003 filed with the SEC on August 13, 2003.

         (e)  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.



                                       19





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


                                                           
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                      3,406,637 Common Shares
securities in any  jurisdiction  where it is unlawful.
The  information  in this  prospectus is current as of
October 30, 2003.

         -----------------------
                                                                         ALTAIR NANOTECHNOLOGIES INC.

                                                                            3,406,637 COMMON SHARES






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

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







                                                                               October 30, 2003


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






                                     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                             $230

NASD registration fees                                    $22,500

Accounting fees and expenses                               $5,000

Legal fees and expenses                                   $15,000

Blue Sky fees and expenses                                 $3,000

Printing Expenses                                          $1,000

Miscellaneous Expenses                                     $3,270

                                           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.

Employment Agreements With Certain Officers

         Pursuant to an  employment  agreement  with William P. Long,  the Chief
Executive Officer and a director of the Registrant, the Registrant has agreed to
assume all  liability  for and to indemnify,  protect,  save,  and hold Dr. Long
harmless from and against any and all losses, costs, expenses,  attorneys' fees,
claims, demands, liability, suits, and actions of every kind and character which
may be imposed upon or incurred by Dr. Long on account of,  arising  directly or
indirectly  from,  or in any  way  connected  with  or  related  to  Dr.  Long's
activities as an officer and member of the board of directors of the Registrant,
except as arise as a result of fraud,  felonious  conduct,  gross  negligence or
acts of moral turpitude on the part of Dr. Long. In addition,  Mineral  Recovery
Systems, Inc. ("MRS"), a wholly-owned  subsidiary of the Registrant,  has agreed
to assume all liability for and to indemnify,  protect,  save, and hold harmless
Patrick Costin (Vice  President of the Registrant and President of MRS) from and
against any and all losses, costs, expenses,  attorneys' fees, claims,  demands,
liabilities,  suits and actions of every kind and character which may be imposed
on or incurred by Mr. Costin on account of, arising directly or indirectly from,
or in any way connected with Mr.  Costin's  activities as manager,  officer,  or
director of MRS or the Registrant.

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

            4.2     Form of Series 2003E Warrant                Filed herewith

            4.3     Form of Series 2003F Warrant                Filed herewith

            4.4     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  Commission  on
                    between    the   Company   and   Equity     November 19, 1999, File No. 1-12497.
                    Transfer Services, Inc.

              5     Opinion of  Goodman  and Carr LLP as to     [to be filed by amendment]
                    legality of securities offered
           10.1     Form of Registration Rights Agreement       Filed herewith

           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.
-----------------------


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

(a) The undersigned registrant hereby undertakes:

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

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

(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;

                                      II-4


(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
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant, 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.



                                      II-5




                                   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 Cody, State of Wyoming, on October 30, 2003.

                                    ALTAIR NANOTECHNOLOGIES INC.


                                    By   /s/ William P. Long
                                      -----------------------------------------
                                    William P. Long
                                    Chief Executive Officer


                   ADDITIONAL SIGNATURES AND POWER OF ATTORNEY

         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.  Each person  whose  signature  to this
Registration  Statement appears below hereby constitutes and appoints William P.
Long  and  Edward  H.  Dickinson,  and each of  them,  as his  true  and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.



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

                                                                                             
 /s/ William P. Long                        Chief Executive Officer and Director                   October 30, 2003
------------------------------------
William P. Long                             (Principal Executive Officer and authorized
                                            representative of the Company in the United States)


 /s/ Edward H. Dickinson                    Chief Financial Officer and Director                   October 30, 2003
------------------------------------
Edward H. Dickinson                         (Principal Financial Officer and Principal
                                            Accounting Officer)

                                            Director
------------------------------------
James I. Golla


/s/ George E. Hartman                       Director                                               October 30, 2003
------------------------------------
George E. Hartman


/s/ Robert Sheldon                          Director                                               October 30, 2003
------------------------------------
Robert Sheldon

                                            Director
---------------------------
Jon Bengtson






                                      II-6






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

            4.2     Form of Series 2003E Warrant                Filed herewith

            4.3     Form of Series 2003F Warrant                Filed herewith

            4.4     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  Commission  on
                    between    the   Company   and   Equity     November 19, 1999, File No. 1-12497.
                    Transfer Services, Inc.

              5     Opinion of  Goodman  and Carr LLP as to     [to be filed by amendment]
                    legality of securities offered

           10.1     Form of Registration Rights Agreement       Filed herewith

           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-7