SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

 May 6, 2010
 By Facsimile and U.S. Mail

Ms. Kandimathie Christine Ramon Chief Financial Officer Sasol Limited
1 Sturdee Avenue, Rosebank 2196
South Africa
 Re: Sasol Limited
   Form 20-F for the Fiscal Year Ended June 30, 2009
Filed October 9, 2009 Response Letter Dated March 31, 2010
  File No. 1-31615

Dear Ms. Ramon:
We reviewed your responses to our prior comments on the above referenced filing
as set forth in your letter dated Marc h 31, 2010 and have the following additional
comments.  Please provide a written response to  our comments.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or  may not raise additional comments.
 Form 20-F for the Fiscal Year Ended June 30, 2009

1. We note your response to comment two of  our letter dated March 2, 2010 which
specifies that you capitalize expenditures  incurred to sustain your operations.
Please clarify for us the meaning of the phrase “sustain the operations of the
Company” as it relates to paragraph 12 of IAS 16.  As part of your response,
please provide us with examples of the mo st material items included in the  R 5
665 in expenditures incurred to sust ain your operations in fiscal 2009.
Note 43. Earnings per Share, page F-118
2. We note your response to comment three of our letter dated March 2, 2010 which
specifies that the 25.5 million preferred shares  subscribed for and issued to special
purpose entities are deemed treasury shar es for purposes of calculating shares
outstanding for EPS-basic.  With re spect to the 16,085,199 preferred shares
subscribed through a funding company for the benefit of the Black Public and
9,461,882 preferred ordinary shares  subscribed through a funding

Ms. Kandimathie Christine Ramon
Sasol Limited  May 6, 2010 Page 2

company/facilitation trust for the benefit of  the Selected Participants, please tell
us:

• the method by which the company will repay the existing underlying long-term
debt.  As part of your response, please id entify the intended purchaser (e.g. the
Company, third-parties, etc.) of the co mmon shares upon conversion, and describe
how a short-fall would impact the repaym ent of the preference debt;  and

• the number of shares held by the funding companies and the number of shares
held by the Black Public and Selected Pa rticipants and whether the identification
of the holder impacts your conclusion as to  whether such shares  represent treasury
shares for purposes of your basic earnings per share calculation. In this regard, it
appears from your disclosure that certain of  the shares related to the Black Public
offering are held by members of the Bl ack Public rather  than by entities
consolidated by Sasol;

• Finally, please tell us how you considered th e impact of these shares for purposes
of calculating diluted earni ngs per share.  Refer to  authoritative accounting
literature as appropriate.

Note 46. Share-Based Payments, page F-123
3. We note your response to comment four of our letter dated March 2, 2010 which
indicates that fair value of the share base d payment in respect of the Black Public
Invitation-funded option included an exercise  price assumption of R366 per share.
We further note your disclosu re that the Black Public contributed equity between
5% to  10% of their underl ying Sasol preferred ordinary  shares allocation.  Please
clarify how much of the R366 price per sh are you received or expect to receive
from the Black Public Invitation-funded and whether this amount equates to the
5% to 10% figure noted above.  Simila r concerns apply to the Selected
Participants preferred share issuance.
4. We note your disclosures that the 34.7 million ordinary shares and the 25.5
million preferred shares subscribed for and issued to special purpose entities have certain dividend rights.  Pleas e tell us how you considered  whether such securities
are participating equity instruments whic h require calculation of EPS using the
two-class method.  Refer to pa ragraph A13-A14 of IAS 33.

In addition, please clarify when the Trusts and participants are eligible to receive
dividends associated with these shares a nd specify the impact to the Trusts and
participants if the participants terminat e their employment with the company prior
to full vesting or if such shares are re purchased by the company.  In doing so,

Ms. Kandimathie Christine Ramon
Sasol Limited  May 6, 2010 Page 3

please specify if the Trusts receive divide nds for all shares held by the Trusts or
only shares in which participants have vested.  Finally, please tell us how you
account for the dividends paid to the Trusts.

Closing Comments
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 You may contact John Ca nnarella at (202) 551-3337, Mark Shannon, Branch
Chief, at (202) 551-3299 if you have ques tions regarding comments on the financial
statements and related matters.  You may contact John E. Coleman, at (202) 551-3610 with questions about engineering comments.   Please contact John Lucas at (202) 551-
5798, or me at (202) 551-3745 with any other questions.

         S i n c e r e l y ,             H .  R o g e r  S c h w a l l
Assistant Director