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September 1, 2015

VIA EDGAR TRANSMISSION

Tia L. Jenkins, Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

Re: 	Vale S.A. - Form 20-F for the Fiscal Year Ended
December 31, 2014

Filed March 20, 2015

File No. 001-15030

Response to Staff Comment Letter dated
August 18, 2015

Dear Ms. Jenkins:

By letter dated August 18, 2015, you provided
certain comments on the annual report on Form 20-F of Vale S.A. (the “Company,” “Vale” or
“we”) for the year ended December 31, 2014 (the “2014 Form 20-F”).  This letter
sets forth our responses to these comments. For your convenience, we have reproduced the comments below in italics and have provided
responses immediately below each comment.

Form 20-F for
the Fiscal Year Ended 2014

Operating and Financial
Review and Prospects, page 80

Results of Operations,
page 86

Comment 1:

  We note that throughout your discussion of your results of operations, you attribute decreases in your operating costs and
expenses to the depreciation of the Brazilian real against the U.S. dollar. Please confirm that you will expand your discussion
in future filings to quantify the impact of changes in foreign currency translation rates to provide investors with a better understanding
of your results of operations. Please provide us with your planned disclosure to be included in future filings based on a comparison
of fiscal 2014 and 2013.

Response:

We will expand our discussion
in future filings to quantify the impact of changes in foreign currency translation rates where such impact is material. The revised
discussion, if it

had been included in Operating and Financial
Review and Prospects – Results of Operations of the 2014 Form 20-F, would have been similar to the disclosure included in
Annex A attached hereto. While we may revise the presentation of our operating and financial review and prospects in future filings,
we will provide information concerning the material impact of changes in exchange rates equivalent to Annex A attached hereto.

Financial Statements

Notes to Consolidated Financial Statements, page F-14

Note 12. Investments, page F-45

Comment 2:

  Please expand your disclosure in future filings to define “adjusted stockholders equity,” “adjusted operating
results” and “adjusted net income” related to your subsidiary and affiliate results. Please also tell us what
these measures represent and how the measures are used. Provide your proposed disclosure with your response.

Response:

In future filings, we will delete the
word “adjusted” in each of those captions. The word “adjusted” was intended to convey that the figures
presented may differ from those reported in the standalone financial statements of some of our subsidiaries and affiliates; however,
the information in the table is prepared in accordance with IFRS and the accounting principles otherwise applied by Vale.

Note 15. Impairment, page F-49

Comment 3:

  We note your accounting policy indicates that you assess whether there is evidence that the
carrying amount of long-live non-financial assets are impaired at each reporting date. In 2014, you recognized impairments relating
to your Australian coal assets of $343 million, your fertilizer assets in Brazil of $1.053 billion, your nickel assets in New Caledonia
of $238 million and the VBG’s assets in Simandou of $1.135 billion. Please tell us whether you determined that the significant
decline in iron ore prices during 2014 represented an indicator of impairment and how you considered paragraphs 9 and 12 of IAS36
in making this assessment. Please also clarify whether you performed an impairment test on any of your iron ore assets other than
your investment in VBG in 2014. To the extent that you did not perform impairment tests of your iron ore assets, please tell us
why you believe testing was not necessary.

Response:

During our preparation
of the 2014 financial statements, we determined that the significant decline in iron ore prices represented an indicator of impairment.
We assessed paragraphs 9 and 12 of IAS 36, including external and internal sources of information, to reach that conclusion. Accordingly,
we performed impairment tests on all of our cash-

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generating units related to the iron ore business
and concluded that other than the VBG asset no impairment of assets was required.

Note 16. Loans and financing, page F-52

c) Guarantees, page F-54

Comment 4:

We
note
your disclosure
indicating
that
debt
securities
issued
through
your wholly-owned
finance
subsidiary
Vale
Overseas
Limited
are fully
and
unconditionally
guaranteed
by Vale.
 Please
revise
to clarify
whether
these
wholly
owned
finance
subsidiaries
are 100%
owned
finance
subsidiaries.
Refer to
the
guidance
outlined
in Rule
3-10(b)(4)
of Regulation
S-X.

Response:

In future filings, we
will revise our disclosure to use the term “100%-owned” rather than the term “wholly-owned” to describe
our finance subsidiaries.

Note
20.  Income
taxes,
page
F-59

Comment 5:

  We
note
your income
tax
rate
reconciliation
indicates
that
tax
rate
differentials
on earnings
of companies
overseas
have
had a
significant
impact
on your
effective
tax
rate.
Please
provide
disclosure
in future
filings
that
explains
how having
earnings
in countries
where
you have
different
statutory
tax
rates
impacts
your effective
income
tax
rate
and obligations.
To the
extent
that
specific
countries
have
had a
significant
impact
on your effective
tax
rate,
please
disclose
this
information
and
discuss
how potential
changes
in such
countries’
operations
may impact
your results
of operations.
Please
provide
your proposed
disclosure
with your
response.
Refer to
Item
303(a)(3)(i)
of Regulation
S-K and
Section
III.B of SEC Release
No. 33-8350.

Response:

We will expand our discussion
in future filings to improve our comments on how our effective tax rate would be affected by different statutory rates in countries
where we operate. The revised discussion, if it had been included in Operating and Financial Review and Prospects – Results
of Operations – Income Taxes – 2014 compared to 2013 on page 93 of the 2014 Form 20-F, would have an additional
paragraph following the first as follows:

In 2014, we also had
losses, particularly due to the decline in commodities prices, in foreign jurisdictions where statutory tax rates range from 3%
to 25%. As discussed above under “Recent Changes in Brazilian Tax Laws,” starting in 2015, new tax legislation provides
that income of our subsidiaries outside Brazil will be recognized for tax purposes on an accrual basis applying Brazilian statutory
tax rates after offsetting losses of each subsidiary. Income tax paid outside Brazil will be credited against any resulting taxes
due in Brazil. Accordingly, we do not expect the

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effective tax rate in future years to
reflect significant impacts from statutory tax rates applicable to foreign subsidiaries. The new legislation is still subject to
subsequent clarification of the application of the law.

In future filings we may
revise the presentation of our operating and financial review and prospects, for example to reflect rules subsequently adopted
by the Brazilian tax authorities, but we will not provide less information than the proposed disclosure above.

****************************

We acknowledge that we are responsible
for the adequacy and accuracy of the disclosure in the 2014 Form 20-F; staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to the 2014 Form 20-F; and that we may not assert
comments of the Commission staff as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

If you have any questions or require
any additional information with respect to the above, please do not hesitate to contact me at +55-21-3814-8888 or Nicolas Grabar
of Cleary Gottlieb Steen & Hamilton LLP at +1-212-225-2414.

    Sincerely,

    /s/
    Luciano Siani Pires

    Luciano Siani Pires

    Chief Financial Officer

Cc:	 Nicolas Grabar

Cleary Gottlieb Steen & Hamilton LLP

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Annex
A

Operating and Financial Review and
Prospects – Results of Operations – Cost of goods sold and services rendered, page 88 of the 2014 Form 20-F

2014 compared
to 2013. In 2014, our cost of goods sold was US$25.064 billion, an increase of 3.4%, or US$819 million, compared to 2013, mainly
due to higher volumes sold, partially offset by a net gain in nominal exchange rate variations.

 · Maintenance, materials and services decreased 2.1%, primarily reflecting
the depreciation of the Brazilian real against the U.S. dollar and.
On a constant currency basis, maintenance, materials and services increased 3.4%, primarily resulting from
the early incurrence of maintenance costs to prepare for additional increases in iron ore production volumes (particularly in connection
with the N4WS mine pit in Carajás), partially offset by the suspension of Integra and Isaac Plains coal mines in
Australia.

 · Energy costs decreased 9.2%, primarily reflecting the depreciation
of the Brazilian real against the U.S. dollar. This effectOn a constant currency basis, energy costs
decreased 2.7%. The decrease reflected a fall in the price of oil but was partially offset by the ramp-up of Salobo and
Onça Puma.

 · Costs of purchasing products from third parties increased 14.4%,
primarily driven by increased purchases of nickel to meet some customer demand.

 · Personnel
costs decreased 6.6%, primarily due to the depreciation of the Brazilian real against the U.S. dollar. On a constant
currency basis, personnel costs decreased 1.0%, primarily reflecting the suspension of Integra and Isaac Plans discussed above
, partially offset by a 5.4% increase in wages.

·        Depreciation
and depletion increased 3.5% mainly reflecting the ramp-up of Serra Leste, Long Harbor, Salobo II, and Tubarão VIII pellet
plant, partially offset by the depreciation of the Brazilian real against the U.S. dollar. On a constant currency
basis, depreciation and depletion increased 9.0%.

 · Freight costs increased 12.6%, primarily due to the 15% increased
volume of iron ore and iron ore pellets we sold on a CFR basis.

·
Other costs of goods sold, which consist mainly of leasing fees relating to our joint venture
pelletizing assets, demurrage and royalties, increased 31.7% in 2014, mainly due to a US$199 million increase in leasing costs
of pellet plant facilities, as a consequence of price adjustment based on pellet premiums and production.

    A-1

Operating and Financial Review and Prospects
– Results of Operations – Selling, general and administrative expenses, page 89 of the 2014 Form 20-F

2014 compared
to 2013. In 2014, selling, general and administrative expenses decreased 15.6%, or US$203 million, mainlypartly
as a result of the depreciation of the Brazilian real against the U.S. dollar and. On a constant
currency basis, selling, general and administrative expenses decreased 9.8%, primarily reflecting the continuation of our
efforts to simplify our organizational structure, which were partially offset by the effects of a new two-year collective bargaining
agreement in Brazil that increased wages by 5.4%.

Operating and Financial Review and Prospects
– Results of Operations – Research and development expenses, page 90 of the 2014 Form 20-F

2014 compared
to 2013. In 2014, research and development expenses decreased 8.4%, partly as a result of the depreciation of the Brazilian
real against the U.S. dollar. On a constant currency basis, research and development expenses decreased 3.0%, as
we focused our research on brownfield projects and productivity-focused research, rather than greenfield projects. The
depreciation of the Brazilian real against the U.S. dollar also contributed to the decrease.

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