SecProbe.io

July 10 , 2013

Via E -Mail
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 Year  Ended  December 31, 2012
Filed April 2 , 2013
File No. 001-15030

Dear Mr. Ferreira :

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 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 c ircumstances, please tell us why in your response.

After reviewing any information you provide in response to these  comments, we may
have  additional comments.

Form 20-F for the Year  Ended December 31, 2012

General

1. You stated in your letter to us dated April 6, 2010 that company representatives had met
with Cuban mineral authorities to evaluate potential opportunities for nickel exploration
and production.  We note disclosure in your Form -20-F about markets in the Middle East
and North  Africa, regions that include Syria and Sudan.  Cuba, Syria and Sudan are
designated by the U.S. Department of State as state sponsors of terrorism, and are subject
to U.S. economic sanctions and export controls.  Please tell us about any contacts with
Cuba since your letter, and any contacts with Syria and Sudan.  Describe to us the nature
and extent of your past, current, and anticipated contacts with those countries, whether
through subsidiaries, affiliates, or other direct or indirect arrangements.  You r response
should describe any products, services or technology you have provided to Cuba, Syria
and Sudan, and any agreements, commercial arrangements, or other contacts with the
governments of those countries or entities controlled by those governments.

Murilo Pinto de Oliveira Ferreira
Vale S.A.
July 10 , 2013
Page 2

2. Please discuss the materiality of any contacts with Cuba, Syria and Sudan 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 quanti tative
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 inves tor 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 adop ted 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 di rected toward
companies that have operations associated with Cuba, Syria and Sudan.

 Notes to the Consolidated Financial Statements, page F -12

5. Major acquisitions and divestitures, page F -19

3. We note on page F -20 that in 2010 you acquired 78.92% of the  total capital of Vale
Fertilizantes through your wholly owned subsidiary, Naque, and that in 2011 and 2012
you concluded several subsequent transactions which resulted in the company owning
100% of Vale Fertilizantes.  We further note that in June 2012 yo u legally merged Naque
and Vale Fertilizantes, which caused the carrying amounts of the Vale Fertilizantes
acquired assets and liabilities in Naque’s consolidated financial statements to become
their tax basis.  As a result, there were no longer any differ ences between the tax basis
and carrying amounts of the net assets acquired in 2010; and consequently there was no
longer a deferred tax liability to be recognized, and the outstanding balance of the
initially recognized deferred tax liability was recycled  through the December 31, 2012
income statement and recorded as a gain of US$1.236 billion.  Please address the
following:

 Describe in detail the substance of June 2012 legal merger between Naque and Vale
Fertilizantes and tell how you accounted for the l egal merger, including whether this
transaction represents a reorganization of entities under common control under ASC
805-50 or a transaction with noncontrolling shareholders.

 Further explain to us what the original deferred tax liability that was recor ded in the
2010 acquisition of Vale Fertilizantes represents (e.g. inside basis difference or
outside basis difference), and why the June 2012 legal merger caused the reversal of
this deferred tax liability.

 Tell us the generally accepted accounting lite rature that you followed to support your
recycling of the deferred tax liability through the income statement as a result of the

Murilo Pinto de Oliveira Ferreira
Vale S.A.
July 10 , 2013
Page 3

 legal merger, and tell us how you considered the guidance in ASC 740 -20-45-11(g)
(changes in tax bases) and, by analogy, paragr aphs 270 -272 of FAS 109.

4. We note that you sold your thermal coal operations in Colombia in June 2012 (page F -
20) and your manganese ferroalloys operations in Europe in October 2012 (page F -21).
We further note that in December 2012 you executed an agreem ent to sell your operation
for production of nitrogens, located in Araucari, in the Brazilian state of Parana (page F -
26).  Please tell us why you do not separately report the two fiscal 2012 divestures and
the production of nitrogens operation as disconti nued operations pursuant to ASC 205 -
20-45-3.  In your response, please also address how you considered the two conditions in
ASC 205 -20-45-1 to arrive at your conclusion on the presentation of these components.

12. Assets and liabilities held for sale, pa ge F-26

5. We note that in December 2012 you executed an agreement to sell your operation for
production of nitrogens, located in Araucari, in the Brazilian state of Parana; and that you
reclassified the major classes of assets and liabilities as held for sa le as of December 31,
2012.  We further note that you agreed to sell your operation for US$234 million, and
that the net assets recorded as held for sale as of December 31, 2012 were US$298
million.  Please explain to us why the net assets recorded as held  for sale exceed the
selling price, and tell us how you considered the guidance in ASC 360 -10-35-37 to 35 -40.

19. Pension plans, page F -38

6. We note that you present your pension plan disclosures on the basis of your total
overfunded plans and total underf unded plans.  We further note the disclosure of your
various foreign pension plans (page 132) and it appears to us that your Brazil plans and
foreign plans use significantly different economic assumptions (page F -41).  Please tell
us whether the benefit ob ligations of your foreign plans are significant relative to the total
benefit obligation and, if so, tell us how you considered the requirements of ASC 715 -20-
50-4.

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 company and its management are
in possession of all facts relating to a company’s disclosure, t hey 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 company
acknowledging that:

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

Murilo Pinto de Oliveira Ferreira
Vale S.A.
July 10 , 2013
Page 4

  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 proceedin g initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Steve Lo at 202 -551-3394  or John Archfield  at 202 -551-3315 if you
have questions regarding these comments.

Sincerely,

/s/Tia L. Jenkins

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