SecProbe.io

September 28, 2010

Roger Agnelli
Chief  Executive  Officer
Vale S.A.
Avenida Gra ça Aranha, No. 26
20030 -900 Rio d Janeiro, RJ
Brazil

Re: Vale S.A.
Form 20-F for the Fiscal Year Ended December 31, 2009
Filed April 29, 2010, as amended June 15, 2010
File No. 1-15030

Dear Mr. Agnelli :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, b y
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

General

1. Revise the cover page of the Form 20 -F to provide all the required information , including
the name, telephone, e -mail and/or facsimile number and address of company contact
person.

2. Provide a description of Valepar’s principal business , and discuss the background of its
ownership and any other affiliation with Vale S.A.   See also Item 4.A of Form 20 -F.
Also expand the biographical sketches you provide in the Management section beginning
at page 115 to disclose the principal business conduc ted by the (other) current employers
of the listed directors.   Where members of management serve as directors of competitors
or potential competitors, ensure that you identify the principal business conducted by the
other listed entities as well.

Roger Agnelli
Vale S.A.
September 28, 2010
Page 2

 Risk Factors, page 5

3. Provide new risk factor disclosure, as appropriate, regarding any material litigation risks.
We note the disclosure you provide at pages 125-127 under the caption “Legal
Proceedings.”

4. We refer you to Item 3.D of Form 20 -F.  The instruct ion to that item cites as potential
risks  those  factors relating to the countries in which you operate.  Although you have
included some general risk discussion regarding a number of countries in which you
operate  under the caption “Regulatory, political, economic and social conditions” at page
6, please also include new or enhanced risk factor disclosure that identifies the particular
risks attendant to your activities and substantial dependence on sales to China.  Also
include more descriptive risks  for o ther countries  as appropriate.  For example, if any of
the following i tems  constitute a material risk related to  your operations in the various
countries in which you do business, including China , please discuss in an appropriate risk
factor :

• Limitations  on foreign ownership,

• Enforcement of contractual arrangements with local entities,

• Particular tax consequences,

• Foreign exchange controls,

• Regulatory uncertainties, and

• Nationalization or expropriation of investments .

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Roger Agnelli
Vale S.A.
September 28, 2010
Page 3

 • staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense  in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact  Parker Morrill  at (202) 551 -3696 or, in his absence, Timothy S. Levenberg
at (202) 551 -3707 or me at (202) 551 -3740  with any questions.

Sincerely,

H. Roger Schwall
Assistant Director