SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

   March 23, 2010
Via Mail and Facsimile (55 21) 3814-8820

Fabio de Oliveira Barbosa
Chief Financial Officer Vale SA (f/k/a Companhia Vale Do Rio Doce) Avenida Graca Aranha 20030-900 Rio de Janeiro, RJ Brazil
 Re: Vale SA
  Form 20-F for the Fiscal Year Ended December 31, 2008
  Filed April 28, 2009   File No. 1-15030
Dear Mr. Oliveira Barbosa:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor of terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we ma y raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note reports in 2007 news articles th at you were building a Sohar Complex in
Oman that would export iron ore and pellets  to Iran, and that you exported iron ore
to Iran in previous years. We also not e a 2005 news article st ating that you had
done an assessment for nickel exploration in Cuba. Iran and Cuba are identified by
the State Department as state sponsors of terrorism, and are subject to U.S.
economic sanctions and export controls. We note that your Form 20-F does not
include disclosure regarding contacts with Iran or Cuba. Please describe to us the

Fabio de Oliveira Barbosa
Vale SA
March 23, 2010 Page 2
nature and extent of your past , current, and anticipated c ontacts with the referenced
countries, if any, whether through subsidia ries or other dire ct or indirect
arrangements.  Your response should descri be any services or products you have
provided to those countries and any agr eements, commercial arrangements, or
other contacts you have had with the gove rnments of those co untries or entities
controlled by those governments.
2. Please discuss the materiality of any cont acts with Iran or Cuba described in
response to the foregoing comment and whether those contacts constitute a
material investment risk for your security  holders.  You should address materiality
in quantitative terms, including the approxi mate dollar amounts of any associated
revenues, assets, and liabilities for the la st three fiscal year s.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a company’s reput ation and share value.  As you may be
aware, various state and municipal govern ments, universities, and other investors
have proposed or adopted divestment or si milar initiatives regarding investment in
companies that do business with U.S.-designated state sponsors of  terrorism.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed to ward companies that have operations
associated with Iran or Cuba.

* * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

Fabio de Oliveira Barbosa
Vale SA March 23, 2010 Page 3
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen t or our review.  You may also contact
me at (202) 551-3470.          S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Roger Schwall   Assistant Director  Division of Cor poration Finance