SecProbe.io

Mail Stop 3561
August 24 , 2016

Via E -mail
Mr. Luciano Siani Pires
Chief Financial Officer
Vale S.A.
Avenida das Americas
No. 700 – Bloco 8, Sala  218
22640 -100 Rio de Janeiro, RJ, Brazil

 Re:  Vale S.A.
  Form 20 -F for the Year Ended December 31, 2015
  Filed March 31, 2016
  File No. 001 -15030

Dear Mr. Pires :

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

Please respond to these comment s within ten busine ss days by providing the requested
information or advis e us as soon as p ossible when you will respond.  If you  do not believe our
comment s apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comment s, we may have additional comments.

Form 20-F for Year Ended December 31, 2015

Financial Statements

Note 3.  Information by busin ess segme nt and by geographic area
a)  Operating income (loss) and adjusted EBITDA, page F -16

1. We note your disclosure that adjusted EBITDA is used by management to support the
decisi on making process for segments.  Please address the following:

 Tell us the reasons for the change in your segment profitability measure from net
income (loss) in  the prior period to  adjusted EBITDA in the current year.  In future
filings, provide the disclosures re quired by IFRS 8, paragraph 27(e ).

Luciano Siani Pires
Vale S.A.
August 24 , 2016
Page 2

  Clarify who is t he CODM and whether adjusted EBITDA is the  measure used by the
CODM in evaluating perfor mance and allocating resources.  If so, explain to us the
reasons for presenting  the other two measures , segment  operating income (loss) here
and segment net income (lo ss) in note 3(c) and how your disclosures  comply  with
IFRS 8, paragraph 26.

 In future filings, revise to provide reconciliations of the measure adjusted EBITDA to
net income  (loss) from continuing operations as required by IFRS 8, paragraph 28(b) .
Also,  revise to  include such reconciliations under Results of operations by segment
on page 92.

Please provide us your proposed disclosure revisions to be included in future filings.

We urge all persons who are responsible for the accuracy and adequacy of the d isclosure
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 d isclosure, 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 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 Myra Moosariparambil at (202) 551 -3796  or Raj Rajan at (202) 551 -
3388 if you have questions regarding comments on the financial statements and related matters.
Please contact me at (202)  551-3650  with any other questions.

Sincerely,

 /s/Craig Arakawa

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel, and
Mining