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January 10, 2006

      VIA FACSIMILE AND EDGAR TRANSMISSION

      H. Roger Schwall

      Assistant Director

      Division of Corporation Finance

      Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

      Re:

      Companhia Vale Do Rio Doce
Form 20-F
      for Fiscal Year Ended December 31, 2004

      File No. 001-15030

      Response to Staff Comment Letter dated December 23,
      2005

Dear Mr. Schwall:

By letter dated December 23, 2005, the staff of the Securities and
Exchange Commission (the"Staff")
provided certain comments on the annual report on Form 20-F filed on June 2,
2005 (the "2004 Form 20-F") by
Companhia Vale do Rio Doce ("CVRD") and Vale Overseas, Ltd. ("Vale
Overseas" and, together with CVRD, the "Companies"). This letter provides the Companies'
responses to the Staff's comments. For your convenience, we have reproduced
below in italics the Staff's comments and have provided responses immediately
below the comments. All page numbers refer to the page numbers contained in the
2004 Form 20-F.

Note 3 — Summary of Significant Accounting Policies, page
F-9

      1.

      We note your disclosure on pages 107 to 115 and F-16 regarding the
      mandatory dividend and equity interest payments to shareholders. Please
      expand your note disclosure to address each of the
      following:

      •

      Disclose how the amount of the dividend and equity interest
      payments for both common shareholders and preferred shareholders are
      calculated, as applicable.

      •

      Disclose when the amounts of each are determined, when they are
      recorded in your financial statements and when they are
      paid.

      •

      Disclose how these payments impact your calculation of earnings per
      share.

      •

      Identify the extent to which the calculation or the timing of the
      payment or recording of the dividend has changed from year to
      year.

As described in Item 8 of the 2004 Form 20-F, since 1997 CVRD has paid
dividends of at least 50% of the amount of net income available for distribution
under Brazilian corporate law. These distributions far exceed both (a) the
minimum amount required to be distributed under Brazilian corporate law and our
bylaws (the "minimum distribution") and (b) the dividend required to be
distributed on the preferred shares (the "preferred distribution").

We believe that the disclosures in the 2004 Form 20-F sufficiently
describe our dividend requirements and practices and the related accounting. As
to the specific points raised by the comment:

      •

      The amount and timing of dividends (including dividends that are
      treated for tax purposes as interest attributable to stockholders) are
      determined when dividends are approved by the shareholders, in the case of
      annual dividends, or by the board of directors, in the case of interim
      dividends. This is disclosed in Item 8, and we submit that it is not
      required in the notes to the financial statements.

    •

      Dividends are recognized when they are declared.

      •

      In note 16 and in Item 10, we describe the minimum distribution and
      the preferred distribution.

      •

      Our earnings per share calculation has not been affected by the
      preferred distribution. In each year, our net income has substantially
      exceeded the aggregate amount of the preferred distribution. The
      implementation of EITF 03-6 does not affect our calculations of earnings
      per share, as disclosed in note 5 to the financial statements.

      •

      We have not made any change in our accounting policies or practices
      relating to dividends.

Audit Reports from Independent Accountants Listed in Note 23 to the
Consolidated Financial Statements of Companhia Vale Rio Doce, page
B-1

      2.

      We note that the reports on certain subsidiary financial statements
      on pages B-2 to B-16 refer to an audit conducted in accordance with U.S.
      generally accepted accounting standards. An audit report on a non-issuer
      subsidiary of an issuer that is included in an SEC filing due to reference
      by the principle auditor or another auditor is required to refer to the
      standards of the Public Company Accounting Oversight Board (United
      States), as opposed to the U.S. generally accepted auditing standards.
      Please refer to Section V.I.A. of the June 15, 2004 SEC Regulations
      Committee Minutes which are available on the AICPA's website at the
      following link: http://www/aicpa/org.download/belt/2004_0615_highlights.pdf. We note that this requirement was effective for any audit reports
      issued or re-issued beginning May 24, 2004 pursuant to the requirements of
      Auditing Standard No. 1.

      2

We filed a report on Form 6-K on January 6, 2006 supplying all the audit
reports revised to refer to PCAOB standards. The reports we file with the Form
20-F for 2005 will also refer to PCAOB standards.

Engineering Comments

Lines of Business, page 25

      3.

      You disclose that your estimates of mineral reserves have been
      audited and verified by Pincock Allen & Holt.

      a.

      Please provide us with a copy of all reports produced during this
      review.

      b.

      Also provide a complete listing of all third-party reserve
      estimation or audit reports produced for your mines during the past three
      years.

The reports prepared by Pincock Allen & Holt are very voluminous and
contain confidential material. We respectfully request that the Staff permit us
to treat this as a request for supplemental information pursuant to Rule 12b-4
under the Securities Exchange Act of 1934, so that we may provide the material
directly to Mr. Baer.

* * * * *

The Companies hereby acknowledge that the adequacy and accuracy of the
disclosure in the filing is the responsibility of the Companies; that Staff
comment or changes to disclosure in response to Staff comment do not foreclose
the Commission from taking any action with respect to the filing; and that Staff
comment may not be asserted as a defense in any proceeding initiated by the
Staff or any person under the federal securities laws of the United
States.

      3

If you have any questions or require any additional information with
respect to the above, please do not hesitate to contact Nicolas Grabar or Mark
Adams at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2000. Accounting
questions may be directed to Dennis Neider of PricewaterhouseCoopers LLP at +
(973) 236-4996.

Sincerely,

/s/ Roberto Castello Branco

Roberto Castello Branco

Director of Investor Relations

      cc:

      Gabrielle Malits, Staff Accountant

Jill Davis, Branch Chief

Roger Baer, Mining Engineer

Securities and Exchange Commission

Dennis Neider

PricewaterhouseCoopers LLP

Kieran McManus

PricewaterhouseCoopers Auditores Independentes

Nicolas Grabar

Mark Adams

Cleary Gottlieb Steen & Hamilton LLP

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