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Sasol Limited
  1979/003231/06

  1 Sturdee Avenue Rosebank 2196   PO Box 5486  Johannesburg   2000   South Africa
Telephone +27 (0)11 441 3111   Facsimile +27 (0)11 788 5092   www.sasol.com

Directors:  TH Nyasulu  (Chairman) LPA Davies (Chief Executive)  C Beggs  BP Connellan  HG Dijkgraaf (Dutch)
VN Fakude (Executive)  MSV Gantsho  A Jain (Indian)  GA Lewin (Australian)  IN Mkhize  MJN Njeke  KC Ramon (Executive)
JE Schrempp (German)  TA Wixley  Company Secretary: NL Joubert

May 28, 2010
Mr. H. Roger Schwall
Assistant Director
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C 20549

  Dear Mr. Schwall

  Sasol Limited
Form 20-F for the Year Ended June 30, 2009
Filed October 9, 2009
Response letter dated March 31, 2010
File No. 1-31615

  We refer to the Staff’s comment letter dated 2 March 2010, relating to the Form 20-F of Sasol
Limited (the “Company”) for the year ended 30 June 2009 and our response letter dated 31
March 2010. 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 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
most material items included in the R5 665 million in expenditures incurred to sustain your
operations in fiscal 2009.

  Response

The financial statements included in our Form 20-F for the year ended 30 June 2009
provides disclosure of the Company’s accounting policies on page F-17, relating to costs
capitalised in respect of replacing or modifying significant components of plant.
Expenditure incurred to sustain the operations of the Company relates primarily to those
items of property, plant and equipment which require replacement at regular intervals as
contemplated in IAS 16.13 as well as those items that are a condition of continuing to
operate an item of property, plant and equipment per IAS 16.14 (major inspection or
overhaul costs used over more than one period). All costs related to routine repairs and
maintenance are expensed in the income statements per IAS 16.12.

As part of the normal plant operations, the Company incurs capital expenditure, which
includes replacing or modifying significant components of plant to maintain the useful lives

page 2 of 8

of the plant operations, improve plant efficiencies, increase plant production yields, etc.
The item of plant which is replaced in each case would be scrapped and written off at the
time that it is replaced.

  Included in the R5 665 million, R4 906 million relates to expenditure in respect of
sustaining operations and the remaining balance relates to expenditure to meet legal and
environmental obligations (refer to first response per IAS 16.11 and two examples
discussed). The following are examples of the most material projects to sustain existing
operations:

Project*

Business Unit

R millions

FT3 plant project

Sasol Synfuels
International

288

Ash lock project

Sasol Synfuels

191

Hydrocrackers project

Sasol Oil

184

Replacement of information management
systems and software

Other businesses

174

Replacement of existing radio systems

Other businesses

121

Replace long term catalyst

Sasol Synfuels

112

Synthol tailgas compressor and turbine systems
project

Sasol Synfuels

110

Replacement of air heater systems at boiler 9

Sasol Synfuels

104

Thubelisha shaft to maintain Twistdraai Colliery
operation

Sasol Mining

91

Replacement of tube bundles of interstage
cooler systems

Sasol Synfuels

90

Change plant to reduce benzene in fuel

Sasol Synfuels

84

Replacement of trunk and gathering lines at
Sasol Petroleum Temane

Sasol Petroleum
International

84

Diesel Unifier project

Sasol Oil

79

Switchgear replacement programmes

Sasol Synfuels

64

Replacement of conveyor belts for coal
processing and ash plants

Sasol Synfuels

62

Replacement of cranes

Other businesses

61

Replacement of Infrachem laboratory

Sasol Infrachem

60

Depot expansion project

Sasol Oil

52

Replacement of turbine rotors for generator 4

Sasol Synfuels

51

Secunda Natref pipeline project

Sasol Oil

50

Replace long term catalyst

Sasol Oil

50

*Projects not listed above are less than R50 million each.

We will expand this disclosure in the Form 20-F to be filed with the United States
Securities and Exchange Commission for the year ended 30 June 2010.

page 3 of 8

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 shares for the purposes of calculating shares
outstanding for EPS-basic. With respect 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 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 identify the intended purchaser (e.g. the Company, third
parties, etc.) of the common shares upon conversion, and describe how a short-fall
would impact the repayment of the preference debt; and

Response
The  structure  of  the  Inzalo  transaction  is  as  follows  and  should  be  referred  to  for  all
responses in comment 2:

(Refer notification of prospectus filed on Form 6-K on 20 June 2008 and circular to shareholders filed on
Form 6-K on 25 April 2008)

The  funding  companies,  Sasol  Inzalo  Public  Funding  (Pty)  Limited  (in  respect  of  the
Black Public Invitation – Funded option) and Sasol Inzalo Groups Funding (Pty) Limited
(in  respect  of the  Selected  Participants)   (“the funding  companies”)  issued  cumulative
redeemable  preference  shares  (A,  B  and  C  preference  shares)  to  certain  financial
institutions, including preference shares subscribed for by the Company (D preference
shares). Additional details of the preference share funding is provided on page 138 of
the Form 20-F for the year end 30 June 2009. The preference shares are secured by
the  Sasol  preferred  ordinary  shares  held  by  these  funding  companies  as  well  as  a
guarantee from Sasol Limited (refer to note 18 on F-78). It should be noted that these

100%

100%

100%

2,6% (Sasol
preferred
ordinary shares)

1,5% (Sasol
preferred
ordinary shares)

1,5% (Sasol
ordinary
shares)

100%

100%

100%

Sasol employees

Sasol black managers

Beneficiaries

Selected

Participants

Black public

Sasol Inzalo Employee
Trust
Sasol Inzalo Management
Trust

(“Employee  Trusts”)

Sasol Inzalo

Foundation

(“Foundation”)

Sasol Inzalo Groups

Funding (Pty)

Limited

(“Groups FundCo”)

Sasol Inzalo

Public Funding

(Pty) Limited

(“Public

FundCo”)

4% (Sasol
ordinary
shares)

Sasol Inzalo Groups

Limited

Sasol Inzalo

Public Limited

100%

0,4% (Sasol BEE
ordinary
 shares)

Sasol Limited

page 4 of 8

preference shares are not convertible into Sasol ordinary shares and as such there is
no purchaser.

  The  debt  will  be  settled  in  cash  by  the  funding  companies  using  the  contractual
preference  dividends  to  be  declared  semi-annually  on  the  Sasol  preferred  ordinary
shares held by the funding companies. The obligation must be settled in cash and the
funding  companies  are  not  entitled  to  settle  the  obligation  through  the  issuing  of
additional  equity  instruments.  However,  after  the  ten  year  period  if  the  debt  is  not
settled  in  full,  the  Sasol  preferred  ordinary  shares  held  by  the  funding  companies  will
automatically be Sasol ordinary shares which will be listed on the JSE Limited. These
shares will be sold to the extent required and the proceeds realised on the sale thereof
will be utilised by the funding companies to settle their remaining obligations in respect
of the preference debt.

  In the event of a short-fall during the transaction term (being ten years), the Company
may at its sole discretion subscribe for E preference shares in the funding companies in
order to enable the funding companies to redeem the preference shares and/or comply
with their obligations under the financing agreements. These E preference shares were
not issued at the inception of the transaction or to date.

•

the number of shares held by the funding companies and the number of shares held by
the Black Public and Selected Participants 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 shares related to the Black Public offering are held by
members of the Black Public rather than by entities consolidated by Sasol;

Response

The identification of the holder did impact the conclusion as to whether such shares
represent treasury shares for purposes of the basic earnings per share calculation.

If the shares are held through the consolidated funding companies (special purpose
entities), they are treated as treasury shares for purposes of the basic earnings per
share calculation. If the shares are held directly by the Black Public Invitation – Cash
option, they are not treated as treasury shares and are included in the calculation of the
weighted average number of shares for the purposes of the basic earnings per share
calculation.

  Participants in the Black Public Invitation – Funded option, through the funding
company, Sasol Inzalo Public Funding (Pty) Limited, subscribed for 16,1 million Sasol
preferred ordinary shares. At 30 June 2009, 57 254 Sasol preferred ordinary shares,
which were not subscribed for by the Black Public, were issued to the facilitation trust,
which is funded by Sasol.

  The Selected Participants, through the funding company, Sasol Inzalo Groups Funding
(Pty) Limited, subscribed for 8,4 million Sasol preferred ordinary shares.  At 30 June
2009, 1,1 million Sasol preferred ordinary shares, which were not subscribed for by the
Selected Participants, were issued to the facilitation trust, which is funded by Sasol.

page 5 of 8

The number of shares held by the funding companies and the number of shares held
by the facilitation trusts are as follows:

The preferred ordinary shares subscribed for and issued to the consolidated funding
companies and facilitation trusts (special purpose entities) are accounted for as treasury
shares for the purposes of the basic earnings per share calculation. Treasury shares are
not treated as outstanding shares and as such these shares are excluded from the
calculation of the weighted average number of shares (refer IAS 33.IE2).

The Black Public Invitation – Cash option allowed members of the black public to invest
directly in Sasol through subscribing for a new class of ordinary shares, Sasol BEE
ordinary shares. The Sasol BEE ordinary shares have the same rights as existing
ordinary shares; however they cannot be traded for the first two years of the transaction
term of ten years and, for the rest of the transaction term, can only be traded between
black people and black groups. At the end of the transaction term, the Sasol BEE
ordinary shares will automatically be Sasol ordinary shares and will then be listed on the
JSE Limited. At 30 June 2009, 16 097 BEE ordinary shares, which were not subscribed
for by the Black Public – Cash option, were issued to the facilitation trust, which is funded
by Sasol and consolidated as a special purpose entity. The remaining Sasol BEE
ordinary shares issued directly to the Black Public are not held through consolidated
special purpose entities.

  The Sasol BEE ordinary shares form part of the ordinary shares and as such are
included in the calculation of the weighted average number of shares for the purposes of
the basic earnings per share calculation. The BEE ordinary shares issued to the
consolidated facilitation trust (special purpose entity) are accounted for as treasury
shares for the purposes of the basic earnings per share calculation. Treasury shares are
not treated as outstanding shares and as such these shares are excluded from the
calculation of the weighted average number of shares (refer IAS 33.IE2).

  •   Finally, please tell us how you considered the impact of these shares for purposes of

      calculating diluted earnings per share. Refer to authoritative accounting literature as

      appropriate.

Response

The preferred ordinary shares subscribed for by the Black Public Invitation – Funded
option and the Selected Participants were accounted for as treasury shares for the
purposes of the basic earnings per share calculation. Treasury shares are not treated as
outstanding shares and as such these shares are excluded from the calculation of the
weighted average number of shares (refer IAS 33.IE2).

Black public –

Funded option

Selected

Participants

At 30 June 2009

Number of shares

Number of shares

Shares and share rights issued

16 027 945

8 387 977

Shares and share right unissued at year end

57 254

1 073 905

Total subscribed for by funding company

16 085 199

9 461 882

page 6 of 8

The preferred ordinary shares subscribed for by the Black Public Invitation – Funded
option and the Selected Participants were considered for the diluted earnings per share
calculation. The Sasol preferred ordinary shares will become Sasol ordinary shares after
10 years and will remain treasury shares within the current structure and were therefore
not considered to be dilutive on the earnings per share calculation.

Furthermore, consideration was given to the number of Sasol ordinary shares that would
be required to be issued to settle the A and B preference debt held by the funding
companies (refer note 43 on F-118 and F-119). It was noted that these preference debt
funding arrangements would have a potential dilutive impact on the earnings per share
calculation (refer IAS 33.58).

  Participants in the Black Public – Cash option subscribed for Sasol BEE ordinary shares
directly in the Company. The Sasol BEE ordinary shares form part of the calculation of
the weighted average number of shares for the purposes of the basic earnings per share
calculation. No adjustment is made for the diluted weighted average number of shares
calculation in respect of these shares as they form part of the underlying basic earnings
per share calculation (refer IAS 33.36). The shares that have not been subscribed for at
30 June 2009 (16 097 Sasol BEE ordinary shares) are accounted for as treasury shares.
Treasury shares are not treated as outstanding shares and as such these shares are
excluded from the calculation of the weighted average number of shares (refer IAS
33.IE2). These shares are therefore excluded from the diluted weighted average number
of shares calculation as their impact on the diluted earnings per share calculation is not
considered to be significant.

3.   We note your response to comment three of our letter dated March 2, 2010 which

indicates that fair value of the share based payment expense in respect of the Black Public
Invitation – funded option included an exercise price assumption of R366 per share. We
further note your disclosure that the Black Public contributed equity between 5% to 10% of
the underlying Sasol preferred ordinary shares allocation. Please clarify how much of the
R366 price per share you received or expect to receive from the Black Public Invitation –
funded and whether this am