SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
15 May 2012

Mr. H. Roger Schwall
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C 20549

Dear Mr. Schwall

Sasol Limited Annual Report on Form 20-F for the Year Ended June 30, 2011
Filed October 7, 2011
File No. 1-31615

We refer to the Staffs comment letter dated 20 April 2012, relating to the
Form 20-F of Sasol Limited (the "Company") for the year ended 30 June 2011.
Set forth below in detail are the responses to the Staff's comments, which
have been provided in each case following the text of the comment in the
Staff's letter. The Staff is referred to the definitions contained in the
Form 20-F for the year ended 30 June 2011.

1.	We note disclosure here and throughout the Form 20-F regarding
contacts with Iran.  Please update us on your contacts with Iran since your
letters to us of April 13, 2006 and July 21, 2006, and with Syria and Sudan
since your letter to us of March 11, 2008, whether through subsidiaries,
distributors, resellers, affiliates or other indirect arrangements.  In
this regard, we note that your Form 20-F does not provide disclosure
about contacts with Syria and Sudan. Please tell us about the outcome of
the feasibility studies relating to a gas-to-liquids project in Iran
discussed in your 2006 letters and the potential ammonia/urea project at
Assaluyeh, Iran discussed in your 2009 Form 20-F, and tell us about the
ethane cracker commissioned at your Arya Sasol Polymer Project in November
2007 and the low-density polyethylene plant and high-density polyethylene
plant that reached beneficial operation in 2009.  Please discuss whether
and how these activities affected your disclosure about the risk of
violating sanctions based upon the business you do in Iran and the products
that you produce there.

Response
The Company does not have any operations in Syria or the Sudan and is not
contemplating investing in operations in these countries.

As noted in our response letter dated 11 March 2008, the Company, directly
through its affiliates, Sasol Olefins and Surfactants, Sasol Solvents and
Sasol Wax and through its distributors, has sold chemical products to
entities in Syria and the Sudan. Refer to response to comment 4 below for
details.

The Company has a 63,64% interest in the National Petroleum Refiners of
South Africa (Pty) Ltd (Natref) refinery, with its joint venture partner
owning the remaining interest. The Natref refinery is managed and operated
on a time basis proportional to each partner's interest. Each joint venture
partner sources its crude oil requirements and markets refined products
from its utilisation of the Natref refinery independently from the other
partner.  Accordingly, the Company has no control over its joint venture
partner's management, crude oil purchases or marketing operations
involving the Natref refinery.  With respect to the Company's utilisation
of the Natref refinery, in the past approximately 50% of its crude oil
requirements has been obtained from the Middle East (approximately 12 000
barrels per day (bpd) of crude oil was purchased from Naftiran Intertrade
Company Limited of Iran and approximately 19 300 bpd of crude oil was
purchased from Saudi Arabia), through crude oil spot and term contracts,
respectively.  Purchases from Iran were terminated and the last Iranian
crude cargoes were uplifted in February 2012.  Replacement of crude oil
is being sourced from Saudi Arabia and spot markets, including West Africa
and other sources.

The feasibility studies relating to the gas-to-liquids project and a
potential ammonia/urea project in Iran did not result in any further
developments or investments. The Company is not pursuing any new
opportunities in Iran.

With regards to the risks associated with the Arya Sasol Polymer plant,
the following should be noted:

*	The risks related to the sanction programmes administered by
the United States (US) government do not currently, in our view, apply
directly to either the Company or its affiliates involved in activities
in Iran, as none of them would be considered US persons under these
regulations. Nonetheless, because the Company is a multi-national
enterprise, the Iranian Transactions Regulations (ITR), administered by
the US Treasury Department Office of Foreign Assets Control (OFAC), may
apply to certain entities within the group, including US employees,
investors and certain subsidiaries.

*	Accordingly, the Company has initiated a review of its Iranian
activities and is currently considering divestment options, and has apprised
OFAC of its intention to divest of this investment.

2.	As you know, Iran, Syria and Sudan are identified by the U.S.
Department of State as state sponsors of terrorism and are subject to
U.S. economic sanctions and export controls. Your response should describe
any services or products you have provided to Iran, Syria and Sudan and
any agreements, commercial arrangements, or other contacts you have
had with the governments of these countries, or entities controlled by
their governments.  We note for instance that your Arya Sasol Polymer
joint venture partner is a subsidiary of the National Petrochemical Company
of Iran and that Natref obtains crude oil from Naftiran
Intertrade Company Limited, which is wholly-owned by National Iranian
Oil Co.

Response
The Company does not have any direct agreements, commercial arrangements,
or other contacts with the governments of Iran, Syria and Sudan, or to our
knowledge with entities controlled by them.

As noted above, with respect to the Company?s 63,64% interest in the Natref
facility, the Company has in the past obtained approximately 50% of its crude
oil requirements from the Middle East (of the purchases from the Middle East,
approximately 12 000 barrels per day (bpd) of crude oil was purchased from
Naftiran Intertrade Company Limited of Iran and approximately 19 300 bpd of
crude oil was purchased from Saudi Arabia) through crude oil spot and term
contracts, respectively.  Purchases from Iran were terminated and the last
Iranian crude cargoes were uplifted in February 2012.

Sasol Polymers Germany GmbH, a company incorporated and having its principal
place of business in Germany, is a wholly-owned subsidiary of the Company,
which entered into a joint venture, Arya Sasol Polymer Company (ASPC), with
National Petrochemical Company of Iran (NPC) to construct and operate an
integrated ethylene and polyethylene production facility in Iran in 2003.
Since 2003, NPC has diversified its shareholding into various private
companies and to the Company?s knowledge, NPC currently holds only
approximately a 20% indirect shareholding in ASPC.

The Company seconds contractually a number of employees (approximately 12)
to ASPC, who report and are accountable to ASPC's management on a daily basis.
The involvement of NPC in ASPC in Iran is mainly limited to a feedstock
supplier and periodically the provider of human resources, who are accountable
to ASPC's management.  Accordingly, the Company and NPC are not involved in the
daily operations and decision making of ASPC. Both the Company and NPC
participate as non-executive directors on the ASPC board in terms of the
shareholders agreement and their influence on the management of ASPC are
limited to those board decisions.

3.	Please tell us whether any of the services, products, compounds
or by-products you produce in or export to Iran, Syria or Sudan, directly
or indirectly, have military or weapons applications. Describe any such
applications made of those services, products, compounds or by-products in
or by those countries, of which you are aware.

Response
The Company does not sell products of a military nature or products
with a dual military application knowingly directly to Iran, Syria and the
Sudan.

4.	Please discuss the materiality of your contacts with Syria and Sudan
described in response to the foregoing comments and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate dollar
amounts of any associated revenues, assets, and liabilities for the last
three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would
deem important in making an investment decision, including the potential
impact of corporate activities upon a company's reputation and share value.
Various state and municipal governments, universities, and other investors
have proposed or adopted divestment or similar initiatives regarding investment
in companies that do business with U.S.designated state sponsors of terrorism.
Your materiality analysis should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have
operations associated with Syria and Sudan.

Response
The Company does not have any operations in Syria or the Sudan and is not
contemplating investing in operations in these countries.

The Company, directly through its affiliates Sasol Olefins and Surfactants,
Sasol Solvents and Sasol Wax, and indirectly through its distributors, has
sold chemical products to entities in Syria and the Sudan. None of these
products were manufactured in the Company's US based operations, nor were any
of these products sold by an entity incorporated in the US. Sales for the six
months ended 31 December 2012 and the years ended 30 June 2011, 2010 and 2009
were as follows:

Half year
Full year
Full year
Full year

2012
2011
2010
2009

R' million
R' million
R' million
R' million
Syria
6
13
12
17
The Sudan
-
2
5
8

6
15
17
25
Total group revenue
83 303
142 436
122 256
137 836
% of group revenue
0,01%
0,01%
0,01%
0,02%

The products are generally used in the detergent, personal care and food
industries and in the production of paint and adhesives. All of these
products are commodity-type products which are readily available from many
suppliers in the international market. Based on the above, the revenues
generated by these products do not constitute a material portion of
group revenue. The Company does not have any associated assets or
liabilities, except for the related trade receivables associated with the
revenue generated above, which are not material. The Company does not believe
that a reasonable investor would considerSasol's interests and activities in
the Sudan or Syria to be a material investment risk, either from an economic,
financial or reputational point of view, given their extremely limited
extent and nature.

Although the Company cannot predict future interpretations of sanction
provisions and/or implementation policies of governments, we believe
that our activities, as mentioned above, do not infringe any current US
or European Union sanctions and United Nations resolutions. The Company
continues to evaluate the risk and implications of sanctions on our
activities, and we have implemented measures to ensure that the Company,
and in particular our US employees, investors and subsidiaries of the
group do not violate US sanction legislation.

5.	We note your disclosure about the potential for reputational harm
from your activities in Iran. Please discuss for us, with a view towards
disclosure in future filings, the potential for reputational harm from your
business relationships with Naftiran Intertrade Company Limited, which was
sanctioned by the U.S. government in 2010 for financing energy projects in
Iran, and with subsidiaries of the National Petrochemical Company of Iran
and National Iranian Oil Co., both of which are on the U.S. Department of
Treasury's Specially Designated Nationals List.

Response
The Company has mitigated the potential reputational harm associated with
procurement of Iranian crude oil from Naftiran Intertrade Company Limited,
by terminating the purchases of Iranian oil and the last Iranian crude cargoes
were uplifted in February 2012.

The risks related to the sanction programmes administered by the US government
do not currently, in our view, apply directly to either the Company or its
affiliates involved in activities in Iran, as none of them would be considered
US persons under these regulations. Nonetheless, because the Company is a
multi-national enterprise, the Iranian Transactions Regulations (ITR),
administered by the US Treasury Department Office of Foreign Assets Control
(OFAC), may apply to certain entities within the group, including US employees,
investors and certain subsidiaries.

Accordingly, the Company has initiated a review of its Iranian activities
and is currently considering divestment options, and has apprised OFAC of its
intention to divest of this investment

6.	In future filings, please make clear that the Iran Sanctions Act has
been amended by the Comprehensive Iran Sanctions, Accountability and Divestment
Act of 2010.

Response
We confirm that the disclosure in future filings will make reference to the
Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010.

7.	We note that in March and June 2011 you acquired a 50% stake in
 Talisman Energy Inc.'s Farrell Creek and Cypress A shale gas assets
located in Canada for R14.2 billion total, for which you paid R3.8 billion
in cash, and will settle the remainder of the purchase consideration through
capital carry obligations. Please expand your disclosure to clarify the total
amount recorded for the acquisitions and discuss the length and terms of your
capital carry obligations. If the total value recorded for the acquisitions is
not the R14.2 billion identified as the total purchase consideration, please
explain your basis for recording the transactions at a lower amount.

Response
On 1 March 2011, all conditions precedent in respect of the Farrell Creek
transaction were met, resulting in the transaction becoming effective. The
transaction was valued at R7,1 billion (CAD1 050 million). On 8 March 2011,
the Company exercised its option in respect of the Cypress A assets under
essentially the same terms and conditions as the Farrell Creek transaction.
This transaction was concluded on 10 June 2011 when all conditions
precedent were fulfilled and was valued at R7,1 billion (CAD1 050 million).
These transactions gave effect to the Company acquiring a 50% interest in
the Farrell Creek and Cypress A shale gas assets located in the Montney Basin,
of British Columbia, Canada. Talisman Energy Inc. (Talisman), a Canadian-based
company, retained the remaining 50% and continued as operator of the assets,
which comprise proved and unproven properties as well as the associated gas
gathering systems and processing facilities.

A cash consideration of R2 068 million (CAD295,7 million) and R1 755 million
(CAD250,8 million) was paid at the effective dates of the Farrell Creek and
Cypress A transactions, respectively. The total cash consideration of R3 823
million is disclosed in the 2011 Form 20-F under "Item 5. Operating and
financial review and prospects-5.B Liquidity and capital resources-Liquidity-
Investing activities" on pages 201 to 203 of the 2011 Form 20-F and in note 55
(Acquisitions) to the consolidated annual financial statements on page
F-162 of the 2011 Form 20-F. The remainder of the total purchase price will
be settled through the capital carry obligation. The cash considerations were
recognised as the acquisition cost of the assets on the respective effective
dates. Subsequent to the effective date of the transactions, an amount of
R1,3 billion has been spent on additional capital expenditure to 30 June 2011.
The initial acquisition cost and subsequent capital expenditure is accounted
for in accordance with the successful efforts method of accounting. Exploration
and development costs that relate to reserves are capitalised and recognised in
the statement of financial position as an asset under construction. Costs that
do not directly relate to rese