SecProbe.io

September 24, 2012

Via Facsimile
Mr. Murilo Pinto de Oliveira Ferreira
Chief Executive Officer
Vale S.A.
Avenida Graça Aranha, No.  26
20030 -900 Rio de Janeiro, RJ, Brazil

 Re: Vale S.A.
  Form 20 -F for the Fiscal Year Ended December 31, 2011
Filed April 17, 2012
  File No. 001-15030

Dear Mr. Ferreira :

We have reviewed your filing and 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 fili ng, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your r esponse.

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

Form 20 -F for the Fiscal Year Ended December 31, 2011

Financial Statements

Notes to Consolidated Fina ncial Statements, page F -12

Note 3 – Summary of Significant Accounting Policies, page F -13

a) Basis of Presentation, page F -13

1. We note that your subsidiary Vale International changed its functional currency from the
Brazilian Real to the US dollar in 20 11 based on a business assessment.  Please advise us
of the following:

Murilo Pinto de Oliveira Ferreira
Vale S.A.
September 24, 2012
Page 2

 a. Further explain to us in sufficient detail the nature and timing of management’s
determination of the change, the actual and reasonably likely effects of the change,
and the economic f acts and circumstances that led management to conclude that the
change was appropriate.

b. Quantify for us the effects of the change in functional currency, tell us how you
accounted for the change (e.g. retrospective or prospective application) and cite the
accounting guidance that you followed.

Note 6 – Income Taxes, page F -20

2. We note your disclosure that you analyze the potential tax impact associated with
undistributed earnings by each of your subsidiaries; and for those subsidiaries in which
the undist ributed earnings would be taxable when remitted to the parent company, no
deferred tax is recognized, based on generally accepted accounting principles.  Please
confirm to us that you will provide the disclosures required by ASC 740 -30-50-2, as
applicable,  in future filings.  Also supplementally provide us with the text of your
proposed future disclosures based on your December 31, 2011 financial statements.

3. We note on page F -22 that you do not provide all of the unrecognized tax benefit
disclosures requir ed by ASC 740 -10-50-15 (all entities) and ASC 740 -10-50-15A (public
entities).  Please confirm to us that you will include these disclosures in future filings, as
applicable, and supplementally provide us with the text of your proposed future
disclosure ba sed on your December 31, 2011 financial statements.

Note 20 - Commitments and Contingencies, page F-48

4. We note that your reasonably possible loss significantly increased from US$4.79 billion
at December 31, 2010 to US$22.45 billion at December 31, 2011, and that the increase in
the values of reasonably possible tax contingencies refers mainly to tax assessments
against you regarding the payment of Income Tax and Social Contribution calculated
based on the equity method in foreign subsidiaries.  Please con firm to us that you will
expand your discussion of the nature of the individually significant contingencies in
future filings, pursuant to ASC 450 -20-50-4(a).  Also supplementally provide us with the
text of your proposed future disclosure based on your De cember 31, 2011 financial
statements.

  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 E xchange Act rules require. Since the company 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.

Murilo Pinto de Oliveira Ferreira
Vale S.A.
September 24, 2012
Page 3

  In responding to our comments, pleas e provide a written statement from the company
acknowledging that:

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

 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.

You may contact C raig Arakawa at (202) 551 -3650,  or John Archfield at (202) 551 -3315 ,
if you have questions regarding comments on the financial statements and related matters.

        Sincerely,

        /s/Tia L. Jenkins

        Tia L. Jenkins
        Senior Assistant  Chief Accountant
        Office of Beverages, Apparel , and
Mining