SecProbe.io

CORRESP
 1
 filename1.htm

 April 24, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Claudia Rios

 Re:

 Vale S.A.; Vale Overseas Limited (together, the "Registrants")
 Registration Statement on Form F-3
 File Nos. 333-286610 and 333-286610-01
 Request for Acceleration of Effective Date

 Dear Ms Rios:

 With respect to the above-referenced
registration statement (the " Registration Statement "), and pursuant to Rule 461 under the Securities Act of 1933, as
amended, the Registrants hereby respectfully request that the Securities and Exchange Commission accelerate the effective date of the
Registration Statement, so that it is declared effective at 9:00 a.m. (Eastern Time) on April 29, 2025, or as soon thereafter as practicable.

 Please contact Jonathan Mendes de
Oliveira of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Registrants, at +1 212 225 2827, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

 [ Signature Pages Follow ]

 Very truly yours,

 VALE S.A.
VALE OVERSEAS LIMITED

 By: /s/ João Sichieri Moura

 Name: João Sichieri Moura

 Title: Attorney-in-Fact

 [ Signature page of Acceleration Request ]

April 24, 2025
Gustavo Duarte Pimenta
Chief Executive Officer
Vale S.A.
Praia de Botafogo 186 - offices 1101, 1701 and 1801 - Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
João Sichieri Moura
Principal Financial and Accounting Officer
Vale Overseas Limited
Praia de Botafogo 186 - offices 1101, 1701 and 1801 - Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
Re:Vale S.A.
Vale Overseas Limited
Registration Statement on Form F-3
Filed April 17, 2025
File No. 333-286610
Dear Gustavo Duarte Pimenta and João Sichieri Moura:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jonathan Mendes de Oliveira, Esq.

CORRESP
1
filename1.htm

April 26, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cheryl Brown

    Re:

    Vale S.A.; Vale Overseas Limited (together, the “Registrants”)

    Registration Statement on Form F-3, as amended

    File Nos. 333-271248 and 333-271248-01

    Request for Acceleration of Effective Date

Dear Ms. Brown:

With respect to the above-referenced
registration statement (the “Registration Statement”), and pursuant to Rule 461 under the Securities Act of 1933, as
amended, the Registrants hereby respectfully request that the Securities and Exchange Commission accelerate the effective date of the
Registration Statement, so that it is declared effective at 9:00 a.m. (Eastern Time) on April 28, 2023, or as soon thereafter as practicable.

Please contact Jonathan Mendes
de Oliveira of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Registrants, at +1 212 225 2827, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature Pages Follow]

Very truly yours,

VALE S.A.

VALE OVERSEAS LIMITED

    By:
/s/ Adalgisa Campos da Silva de Queiroz Vieira

    Name:
    Adalgisa Campos da Silva de Queiroz Vieira

    Title: Attorney-in-Fact

United States securities and exchange commission logo
April 21, 2023
Eduardo de Salles Bartolomeo
Chief Executive Officer
Vale S.A.
Praia de Botafogo 186 - offices 1101, 1701 and 1801
Botafogo
Rio De Janeiro - RJ
22250-145
BRAZIL
Re:Vale S.A.
Registration Statement on Form S-3
Filed April 14, 2023
File No. 333-271248
Dear Eduardo de Salles Bartolomeo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Mitchell Austin,
Acting Legal Branch Chief, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jonathan Mendes de Oliveira

CORRESP
1
filename1.htm

July 27, 2017

BY EDGAR

Christina Chalk

Senior Special Counsel

Office of Mergers & Acquisitions

Securities and Exchange Commission

Station Place

100 F Street, N.E.

Washington, D.C. 20549

Re:

Vale S.A.

Schedule TO-I/A filed July 17, 2017

File No. 005-78221

Dear Ms. Chalk:

On behalf of our client Vale S.A. (“Vale” or the “Company”), we enclose herewith the Company’s responses to the comments raised by the staff of the Securities and Exchange Commission (the “Staff”) in its comment letter dated July 20, 2017 regarding Vale’s Schedule TO-I, as amended. The Schedule TO-I relates to an offer by the Company to (1) the holders of Preferred ADSs the opportunity to exchange their Preferred ADSs for American Depositary Shares, each of which represents one Common Share (the “Common ADSs”) at a ratio of 0.9342 Common ADSs for each Preferred ADS properly tendered, plus cash in lieu of any fractional Common ADS, and (2) the holders of its preferred class A shares, without par value (the “Preferred Shares”) including Preferred Shares represented by American Depositary Shares, each of which represents one Preferred Share (the “Preferred ADSs”) the opportunity to convert their Preferred Shares into its Common Shares, no par value (the “Common Shares”) at a ratio of 0.9342 Common Shares for each Preferred Share properly tendered, plus cash in lieu of any fractional Common Share, (the “Offer”).

For your convenience, we have reproduced below in bold the Staff’s comment and have provided the Company’s response immediately below the comment.

Offer to Convert

1.              Refer to comment 1 in our prior comment letter dated July 13, 2017 and your response by letter dated July 17, 2017. Please supplementally analyze how the common shares to be issued in exchange for Vale’s outstanding preferred shares have “substantially the same rights” as the preferred shares for which they are being exchanged. See Rule 13e-3(g)(2)(i). Your existing response addresses only a comparison of the voting rights associated with the two classes of securities, without analyzing any other rights associated with the preferred shares.

As described in the Company’s response letter dated July 17, 2017, the Company believes that the first condition for the exception under Rule 13e-3(g)(2) is satisfied because the Company is offering common stock in exchange for its Preferred Shares.

Supplementally, the Common Shares have “substantially the same rights” as the Preferred Shares. We understand that this standard under Rule 13e-3(g) is met where the rights of a new equity security are “equivalent or enhanced”.(1)  As to voting rights, the Common Shares have superior rights, which are described in our July 17 letter.  The other rights of the Common Shares are also substantially equivalent, as discussed below.

·                  Dividends.  Neither Preferred Shares nor Common Shares are entitled to fixed dividends.  The Company is required under Brazilian law and its bylaws to distribute a mandatory dividend in an annual aggregate amount equal to not less than 25% of the distributable amount, unless the board of directors advises the Company’s shareholders at a general shareholders’ meeting that payment of the mandatory dividend for the preceding year is inadvisable in light of the Company’s financial condition.  Holders of Preferred Shares are entitled to a minimum annual non-cumulative preferential dividend equal to (i) at least 3% of the book value per share, or (ii) 6% of their pro rata share of Vale’s paid-in capital, whichever is higher.  To the extent that Vale declares dividends in any year that exceed the preferential dividend, and after holders of Common Shares have received distributions equivalent, on a per share basis, to the preferential dividend on Preferred Shares, holders of Common Shares and Preferred Shares receive the same additional dividend amount per share.  This preferential dividend has not historically had any impact on dividends per share because, since its privatization in 1997, the Company has paid the same amount of dividends to holders of Common Shares and holders of Preferred Shares in every fiscal year.

·                  Redemption.  Neither the Preferred Shares nor the Common Shares are redeemable except that a dissenting holder of either Preferred Shares or Common Shares has the right

(1)  Rule 13e-3 Adopting Release, Exchange Act Release No. 16075 (August 2, 1979).

2

under Brazilian corporate law to obtain redemption under certain circumstances described in Vale’s annual report on Form 20-F.

·                  Liquidation.  The Preferred Shares do not have any preference upon liquidation of the Company.

·                  Pre-emptive rights.  Holders of Preferred Shares and Common Shares have the same preemptive right to subscribe for shares in any capital increase, in proportion to the number of shares held.

·                  Tag-along rights and mandatory tender.  Holders of Preferred Shares do not have tagalong rights or the right to a mandatory tender offer in case of a disposition or acquisition of a controlling stake in Vale.  Upon consummation of the Transaction (as defined in the Schedule TO-I) of which the Offer is a part, Vale’s bylaws will be amended to provide holders of Common Shares with tag along rights (i) in case of a disposition of control of Vale, with the right to the same price and the same conditions offered to the selling controlling shareholder, and (ii) in case any shareholder acquires or becomes the owner of 25% or more of all Common Shares or of the total capital stock of Vale.  In this way, the Common Shares for which Preferred Shares are being exchanged have rights that are more favorable than the Preferred Shares.

3

We appreciate in advance your time and attention to our comments. Should you have any additional questions or concerns, please contact me at (212) 225-2414.

Very   truly yours,

/s/   Nicolas Grabar

Nicolas   Grabar

cc:                                Luciano Siani Pires, Vale S.A.

4

Mail Stop 3561

July 21, 2017

Via E -mail
Mr. Luciano Siani Pires
Chief Financial Officer
Vale S.A.
Avenida das Americas
700 – Bloco 8 – Loja 318
22640 – 100 Rio De Janiero, RJ, Brazil

Re: Vale S.A.
 Form 20-F for the Year Ended December 31, 2016
Filed April 11, 2017
File No. 001 -15030

Dear Mr. Pires :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy  and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/Craig A rakawa

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

July 20, 2017

Via Email

Nicholas Grabar
Cleary Gottlieb Steen & Hamilton  LLP
One Liberty Plaza
New York, New York 10006

Re: Vale S.A.
 Schedule TO -I/A filed July 17, 2017
File No. 5-78221

Dear Mr . Grabar :

The staff in the Office of Mergers and Acquisitions in the Division of Corporation
Finance has review ed the amended filing listed above.  Our additional comment follows:

Schedule TO – General

1. Refer to comment 1 in our prior comment letter dated July 13, 2017 and your response  by
letter dated July 17, 2017 . Please supplementally analyze how the common shares to be
issued in exchange for Va le’s outstanding preferred s hares have  “substantially the same
rights” as the preferred shares for which they are being exchanged.  See Rule 13e -
3(g)(2)(i).  Your existing response  addresses only a comparison of the voting rights
associated with the two classes of securities, without a nalyzing any other rights
associated with the preferred shares .

Please direct any questions about the  above  comment  or your filing to me at 202 -551-
3263.

Sincerely,

 /s/  Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

July 17, 2017

BY EDGAR

Christina Chalk

Senior Special Counsel

Office of Mergers & Acquisitions

Securities and Exchange Commission

Station Place

100 F Street, N.E.

Washington, D.C. 20549

Re:

Vale S.A.

Schedule TO-I

Filed June 28, 2017

File No. 005-78221

Dear Ms. Chalk:

On behalf of our client Vale S.A. (“Vale” or the “Company”), we enclose herewith the Company’s responses to the comments raised by the staff of the Securities and Exchange Commission (the “Staff”) in its comment letter dated July 13, 2017.  Simultaneously with the Company’s submission of this letter via EDGAR, Vale is filing Amendment No. 1 to the Schedule TO-I with changes responsive to the Staff’s comments. The Schedule TO-I relates to an offer by the Company to (1) the holders of Preferred ADSs the opportunity to exchange their Preferred ADSs for American Depositary Shares, each of which represents one Common Share (the “Common ADSs”) at a ratio of 0.9342 Common ADSs for each Preferred ADS properly tendered, plus cash in lieu of any fractional Common ADS, and (2) the holders of its preferred class A shares, without par value (the “Preferred Shares”) including Preferred Shares represented by American Depositary Shares, each of which represents one Preferred Share (the “Preferred ADSs”) the opportunity to convert their Preferred Shares into its Common Shares, no par value

(the “Common Shares”) at a ratio of 0.9342 Common Shares for each Preferred Share properly tendered, plus cash in lieu of any fractional Common Share, (the “Offer”).

For your convenience, we have reproduced below in bold the Staff’s comments and have provided responses immediately below the comments.

Offer to Convert

1.              Please explain why you do not believe this exchange offer is subject to Rule 13e-3. We note that although the subject securities are being exchanged for “common shares” of Vale S.A., the issuer is a Brazilian foreign private issuer and as such, we assume the term common shares is a translation from the Portuguese. Therefore, we are not certain this is what is intended by the reference to “common stock” in Rule 13e-3(g)(2)(i). Further, we assume full participation in an offer in assessing the “reasonable likelihood” element of Rule 13e-3(a)(3), so we would assume the target securities would become eligible for deregistration in an offer for all. In your response letter, provide your analysis as to the availability of any exception from Rule 13e-3 that you believe may be applicable here, including the Rule 13e-3(g)(2) exception which may be available on other grounds. We may have further comments after reviewing your response.

The Company considered the applicability of Rule 13e-3 under the Exchange Act and is of the view that the Rule does not apply to the Offer in reliance on the exception provided in Rule 13e-3(g)(2).

·                  Rule 13e-3(g)(2) provides an exception for any Rule 13e-3 transaction in which unaffiliated security holders “are offered or receive only an equity security,” provided that the following three conditions are met: (i) the offered equity security has substantially the same rights as the subject equity security including, but not limited to, voting, dividends, redemption and liquidation rights (a requirement that is deemed to be satisfied if the offered security is common stock); (ii) the offered equity security is registered pursuant to Section 12 of the Exchange Act or reports are required to be filed by the issuer thereof pursuant to Section 15(d) of the Exchange Act; and (iii) if the subject security is an exchange listed or quoted security, the offered equity security is similarly either listed or quoted.

·                  The second and third conditions are clearly met in the present case. The offered equity securities (the Common Shares) are registered under the Exchange Act and the Common ADSs, like the Preferred ADSs in exchange for which they will be issued, are listed on the New York Stock Exchange.

·                  The first condition is also satisfied because the Company is offering common stock in exchange for its Preferred Shares.  The Common Shares (the Portuguese term is ações ordinárias, or ordinary shares) are shares of common stock as that term is commonly

2

understood.  Vale’s corporate capital is composed of (i) Common Shares and (ii) preferred shares (including the Preferred Shares that are subject to the Offer and 12 golden shares issued to the Brazilian government).  Holders of Common Shares have full voting rights, while holders of Preferred Shares are not entitled to voting rights with respect to the election of members of the board of directors.(1)  Upon completion of the Offer, tendering holders of Preferred Shares or Preferred ADS will receive in exchange Common Shares or Common ADS with full voting rights.

·                  The Company is aware of the Staff’s published interpretation to the effect that the Rule 13e-3(g)(2) exception is not available for transactions in which non-voting common stock is offered as consideration in exchange for voting common stock even though the new securities are denominated as common stock, because security holders will not receive an equivalent or enhanced equity interest.(2)  In this case, Vale is offering common stock with full voting rights, in exchange for its Preferred Shares, which has limited voting rights.

2.              Please refer to the statement here that you will not accept elections to convert Preferred ADSs or Preferred Shares “from or on behalf of” holders located in certain jurisdictions. Revise this disclosure or provide your analysis as to how limiting participation in this manner is consistent with Rule 13e-4(f)(8)(i). See Section II.G.1 of Securities Exchange Act Release No. 58597 (September 19, 2008).

The Company is filing Amendment No. 1 to the Schedule TO-I to remove the following sentence from page 43 of the Offer to Convert: “[I]f, after making such good faith effort, we cannot comply with any such law, the Offer will not be made to (nor will elections to convert Preferred ADSs or Preferred Shares be accepted from or on behalf of) the holders of Preferred ADSs and Preferred Shares in that jurisdiction.”

Consistent with Rule 13e-4(f)(8)(i), the Offer is open to all holders of Preferred ADSs and Preferred Shares.  The Company is not aware of any jurisdiction where the making of the Offer or the election to convert Preferred ADSs or Preferred Shares in connection therewith would not be in compliance with the laws of that jurisdiction.  If the Company becomes aware of any jurisdiction in which the making of the Offer or the election to convert Preferred ADSs or Preferred Shares in connection therewith would not be in compliance with applicable law, the Company will make a good faith effort to comply with any such law.  If, due to unusual facts, after making such good faith effort, Vale cannot comply with any such law, Vale will contact the Staff to discuss how the Company may proceed.

(1)  Pursuant to Vale’s bylaws, shareholders holding Preferred Shares representing at least 10% of Vale’s total share capital, and non-controlling shareholders holding Common Shares representing at least 15% of Vale’s voting capital, each have the right to appoint one member of the board of directors. If no group of common or preferred shareholders meets these thresholds, shareholders holding Preferred or Common Shares representing at least 10% of Vale’s total share capital are entitled to combine their holdings to appoint one member of the board of directors.

(2)  Question 112.01 of the Compliance and Disclosure Interpretations Regarding Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 (January 26, 2009).

3

We appreciate in advance your time and attention to our comments. Should you have any additional questions or concerns, please contact me at (212) 225-2414.

Very   truly yours,

/s/   Nicolas Grabar

Nicolas   Grabar

cc:                                Luciano Siani Pires, Vale S.A.

4

July 13 2017

Via Email

Nicholas Grabar
Cleary Gottlieb Steen & Hamilton  LLP
One Liberty Plaza
New York, New York 10006

Re: Vale S.A.
 Schedule TO -I
Filed  June 28 , 2017
File No. 5-78221

Dear Mr . Grabar :

The staff in the Office of Mergers and Acquisitions in the Division of Corporation
Finance has review ed the filing listed above.  All defined terms have the same meaning as in
your filing, unless otherwise noted.

Please respond to this letter promptly by amending your filing, 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 beli eve an
amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.

Schedule TO – General

1. Please explain why you do not believe this exchange offer is subject t o Rule 13e -3.  W e
note that although the subject securities are being exchanged f or “comm on shares ” of
Vale S.A. , the issuer is a Brazilian foreign private issuer and as such, we assume the term
common shares is a translation from the Portuguese.  Therefore, we are not certain this is
what is intended by the reference to “common stock” in Rule  13e-3(g)(2)(i) .  Further, we
assume full participation in an offer in assessing the “reasonable likelihood” element of
Rule 13e -3(a)(3) , so we would assume the target securities would become eligible for
deregistration in an offer for all .  In your respon se letter,  provide your analysis as  to the
availability of any exception from Rule 13e -3 that you believe may be applicable here ,
including the Rule 13e -3(g)(2) , exception which may be available on other grounds . We
may have further comments after reviewin g your response.

Nicholas Grabar , Esq.
Cleary Gottlieb Steen & Hamilton LLP
July 13 , 2017
Page 2

Miscellaneous, page 43

2. Please refer to the statement here that you will not accept elections to convert Preferred
ADSs or Preferred Shares “from or on behalf of” holders” located in certain jurisdictions.
Revise this disclosure or provide your analysis as to how limiting participation in th is
manner  is consistent with Rule  13e-4(f)(8)(i) .  See Section II.G.1 of Securities Exchange
Act Release  No. 58597 (September  19, 2008).

We remind you that the company and its management are resp onsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please direct any questions about these comments or your filing to me at 202 -551-3263.

Sincerely,

 /s/  Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

July 5, 2017

VIA EDGAR TRANSMISSION

Craig Arakawa, Accounting Branch Chief

Office of Beverages, Apparel and Mining

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-1090

 Re: Vale S.A. Form 20-F for the Year Ended December 31, 2016 filed April 11, 2017

                                                               (File No. 001-15030)

Dear Mr. Arakawa:

By letter dated June 21, 2017, 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, 2016 (the “2016 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 Year Ended December
31, 2016

Financial Statements

7. Deferred revenue – Gold stream
transaction, page F-27

Comment 1:

We note a second amendment to
your gold stream transaction in August 2016 for (i) cash payment of US$800 million and (ii) an option value resulting from the
reduction of the exercise price from US$65.00 to US$43.75 on 10 million warrants from Silver Wheaton Corp (SLW). Please clarify
the accounting for this amendment and how you determined the amounts allocated to (i) the sale of the mineral rights and (ii) the
services for gold extraction. Please also clarify the option value and any critical estimates and judgments used in valuation.

Response:

The consideration we received for the
second amendment to the Silver Wheaton Corp. (“Silver Wheaton”) transaction in August 2016 was US$ 825 million.
This amount comprised US$ 800 million in cash and US$ 25 million representing an increase in the fair value of the Silver Wheaton
warrants due to the reduction of the option exercise price from US$ 65.00 to US$ 43.75 (calculated as discussed below).

From the total consideration, we deducted
US$ 550 million representing the additional deferred revenue related to the obligation to provide future services for gold extraction,
whichwas determined using an internally developed discounted cashflow model, and US$ 125 million representing the book value of the mineral property disposed, as disclosed in note 18, to arrive
at a gain of US$ 150 million recognized in the income statement. See note 5(c).

The change in fair value of the Silver
Wheaton warrants resulting from the reduction of the exercise price was determined as of the date of the amendment, based on the
Black-Scholes framework considering the risk-free rate, and the volatility and dividend yield of the shares. See note 25(c) on
page F-77, and note 33(a) for sensitivity analysis.

Critical estimates and judgments used
in the determination of the discounted cash flow model are described in the last paragraph of note 7 to the consolidated financial
statements.

8. Income taxes

d) Income taxes – Settlement program
(“REFIS”), page F-29

Comment 2:

We note your disclosure that at
December 31, 2016, the balance of US$5,419 is due in 142 monthly installments, bearing interest at the SELIC rate (Special System
for Settlement and Custody). Considering the long term nature of this liability, please disclose the SELIC rate at balance sheet
date and specify whether the rate is fixed.

Response:

SELIC is the basic interest rate established
by the Brazilian central bank, and it is the official rate used to update federal tax obligations in Brazil. The rate is variable.
At December, 31, 2016, the SELIC rate was 13.65% per annum (14.15% per annum at December 31, 2015). We will include this information
in future filings.

    2

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

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

Mail Stop 3561

June 21, 2017

Via E -mail
Mr. Luciano Siani Pires
Chief Financial Officer
Vale S.A.
Avenida das Americas
700 – Bloco 8 – Loja 318
22640 – 100 Rio De Janiero, RJ, Brazil

Re: Vale S.A.
 Form 20-F for the Year Ended December 31, 2016
Filed April 11, 2017
File No. 001 -15030

Dear Mr. Pires :

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

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

Form 20 -F for the Year Ended December  31, 2016

Financi al Statements

7. Deferred revenue – Gold stream transaction, page F -27

1. We note a second amendment to your gold stream transaction in August 2016 for (i) cash
payment of US$800 million and (ii) an option value resulting from the reduction of the
exercise price from US$65.00 to US$43.75 on 10 million warrants from Silver Wheaton
Corp (SLW).  Please clarify the accounting for this amendment and how you determined
the amounts allocated to (i) the sale of the mineral rights and, (ii) the services for gold
extraction.  Please also clarify the option value and any critical estimates and judgements
used in valuation .

Luciano Siani Pires
Vale S.A.
June 21, 2017
Page 2

 8. Income taxes

d)  Income taxes – Settlement program (“REFIS”) , page F -29

2. We note your disclosure that at December 31, 2016, the balance of US$5,419 is due in
142 monthly installments, bearing interest at the SELIC rate (Special System for
Settlement  and Custody).  Considering the long term nature of this liability, please
disclose the SELIC rate at balance sheet date and specify whether the r ate is fixed.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Brian McAllister at (202 ) 551 -3341 or Nasreen Mohammed, Assistant
Chief Accountant, at (202) 551 - 3773 if you have any questions regarding comments on the
financial statements and related matters.  Please contact me with any questions.

Sincerely,

 /s/Craig A rakawa

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

Mail Stop 3561
September 14 , 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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  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 rules require.

Sincerely,

 /s/Craig Arakawa

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

CORRESP
1
filename1.htm

September 7, 2016

VIA EDGAR TRANSMISSION

Craig Arakawa, Accounting Branch Chief

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, 2015

    Filed March 31, 2016

    File No. 001-15030

    Response to Staff Comment Letter dated
August 24, 2016

Dear Mr. Arakawa:

By letter dated August 24, 2016, 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, 2015 (the “Annual Report 2015”).  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 Year Ended December 31, 2015

Financial Statements

Note 3. Information by business segment and by geographic area

a) Operating income (loss) and adjusted EBITDA, page F-16

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

Comment 1:

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 required by IFRS 8, paragraph 27(e).

Response:

Our segment profitability measure, as presented
to the Executive Board and, as disclosed in the notes to our financial statements, was the same in 2015 and in 2014. However:

We changed the title. In note 3(a) in our Annual Report 2015, we used the term “Adjusted EBITDA”, while in note
                                                                 26(b) in our annual report on Form 20-F for the year ended 2014 we used the term “Margin before depreciation”
                                                                 (which was adjusted as described in footnote (iv) to the table). The two measures are the same.

We changed the order of the tables to improve the disclosure by
presenting the segment profitability measure in the first table.

We do not believe those changes require disclosures under paragraph
27(e) of IFRS 8.

Comment 2:

Clarify who is the CODM and whether adjusted EBITDA
is the measure used by the CODM in evaluating performance 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 (loss) in note 3(c) and how your disclosures
comply with IFRS 8, paragraph 26.

Response:

The CODM is the Executive Board, as the first
sentence of note 3 implies. Adjusted EBITDA is the only measure it uses to evaluate segment performance, as the second sentence
of note 3 states, and we believe the presentation complies with IFRS 8, paragraph 26.

We presented segment operating income (loss)
and segment net income (loss) to reconcile from segment Adjusted EBITDA to consolidated net income (loss). Specifically, we reconciled
from segment Adjusted EBITDA to segment operating income (loss) in note 3(a); and we reconciled from segment operating income (loss)
to segment net income in note 3(c). In future filings, however, we will cease presenting segment operating income (loss) and segment
net income (loss).

Comment 3:

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.

Response:

In future fillings we will present a
reconciliation from the total of segment Adjusted EBTIDA to Net income (loss), as illustrated below. We will include this reconciliation
in the segment note to the financial statements and in the MD&A discussion of operating performance. As discussed in the previous
response, we will cease to present operating income (loss) and net income (loss) on a segment basis.

    2

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

We acknowledge that we are responsible
for the adequacy and accuracy of the disclosure in the Annual Report 2015; staff comments or changes to disclosure in response
to staff comments do not foreclose the Commission from taking any action with respect to the Annual Report 2015; 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

    3

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

Mail Stop 3561
September 8 , 2015

Via E -Mail
Mr. Luciano Siani Pires
Chief Financial 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, 2014
Filed March 20 , 2015
File No. 001-15030

Dear Mr. Pires :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Since rely,

        /s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

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-

    2

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

    3

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

    4

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.

A-2

August 18 , 2015

Via E -Mail
Mr. Luciano Siani Pires
Chief Financial 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, 2014
Filed March 20 , 2015
File No. 001-15030

Dear Mr. Pires :

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

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

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

Form 20 -F for the Year Ended December 31, 2014

Operating and Financial Review and Prospects, page 80
Results of Operations, page 86

1. We note that throughout y our 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 201 4 and 2013.

Luciano Siani Pires
Vale S.A.
August 18 , 2015
Page 2

 Financial Statements
Notes to Consolidated Financial Statements , page F -14
Note 12. Investments, page F -45

2. Please expand your disclosure in future filings to define   “adjusted stockholders equity,”
“adjusted operating results” and “adjusted net income” re lated 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.

Note 15. Impairment, page F -49

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 impairment s relating to your Australian coal assets of $343
million, your fertilizer assets i n 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 wheth er you determined that the significant decline in iron ore prices  during 2014
represented an  indicat or of impairment and how you considered paragraph s 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 di d not perform impairment tests of your iron ore assets,
please tell us why you believe testing was not necessary.

Note 16. Loans and financing, page F -52

c) Guarantees, page F -54

4. We note your disclosure indicating that debt securities issued through your who lly-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.

Note 20. Income taxes, page F -59

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.

Luciano Siani Pires
Vale S.A.
August 18 , 2015
Page 3

We urge all pers ons 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 manag ement 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.

 In responding to our comments, please provide a written statement from the company
acknowledg ing 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 Joanna Lam at (202) 551 -3476 or Craig Arakawa , Accounting Branc h
Chief at (202) 551 - 3650 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

August 25 , 201 4

Via E -Mail
Luciano Siani Pires
Chief Financial  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, 201 3
Filed March 27 , 201 4
File No. 001-15030

Dear Mr. Pires :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge 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 rules require.

Sincerely,

 /s/Craig Arakawa  for

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

CORRESP
1
filename1.htm

August 5, 2014

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, 2013

Filed March 27, 2014

File No. 001-15030

Response to Staff Comment Letter dated
July 23, 2014

Dear Ms. Jenkins:

By letter dated July 23, 2014, 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, 2013 (the “2013 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 2013

Notes to the Consolidated
Financial Statements, page F-13

Note 2. Summary of the
Main Accounting Practices and Accounting Estimates, page F-14

Provision for litigation, page F-22

Comment 1:

  We note your accounting policy for provisions of litigation on page F-21 states “the obligation is recognized
when it is considered probable and can be measured with reasonable certainty.” Please explain how your policy compares to
the guidance in IAS 37 paragraphs 14 and 25 which require only a reliable estimate. Also, tell us if you had any
provisions of litigation which were not recorded because they did not meet the “reasonable certainty” threshold.

Response:

In the summary of our
main accounting policies in Note 2, we provide a general description applicable to all of our provisions in item (t): “Provisions
are recognized only

when there is a present obligation (legal
or constructive) resulting from a past event, and it is probable that the settlement of this obligation will result in an outflow
of resources, and the amount of the obligation can be reasonably estimated. Provisions are reviewed and adjusted to reflect the
current best estimate at the end of each reporting period.” We provide a similar summary in Note 3(d) (“Litigation
losses”) on page F-27 of our 2013 Form 20-F. Our policy is consistent in all respects with the guidance in paragraphs 14
and 25 of IAS 37, including the requirement that a provision be recognized when a reliable estimate of the amount of the obligation
can be made.

In addition to this general
description of our policy, we clarified certain aspects of two of our provisions: the provision for asset retirement obligations
and the provision for litigation. The information we provided in sub-item (t)(ii) (“Provision for litigation”) is meant
to complement the summary of our general policy on provisions by highlighting that, with respect to proceedings, we only recognize
a provision for a particular proceeding when we determine that it is probable that it will result in an outflow of resources, in
accordance with the guidance of paragraph 14 of IAS 37. In future filings, we will modify this language to eliminate the reference
to “reasonable certainty.”

For the year ended December
31, 2013, there were no litigation provisions that were not recorded because they did not meet a “reasonable certainty”
threshold. We applied our policy, consistent with the guidance of paragraphs 14 and 25 of IAS 37, to determine which litigation
provisions to recognize.

Note 19. Provision for litigation, page F-58

Comment 2:

  We note your table of contingent liabilities related to tax, civil, labor and environmental litigation which totaled $8.6 billion.
Please expand your disclosure to provide a brief description of the nature of each of these contingent liabilities and an indication
of the uncertainties related to the amount or timing of this litigation. See IAS 37 paragraph 86. Please provide us with
draft disclosures to be included in future filings.

Response:

In each of the four categories
of litigation disclosed in our table of contingent liabilities, there are hundreds or even thousands of pending cases, almost all
of which are individually immaterial. We cannot provide a brief description of each. We will expand our disclosure in future filings
to provide a brief description of the general character of proceedings in each category and a brief description of the nature of
those that are material.

All of our proceedings
that are of significance are being adjudicated in Brazil, where litigation is often prolonged and unpredictable. To the extent
practicable, we will include in future filings disclosure indicating the uncertainties relating to timing and the ultimate cost.

The revised discussion,
if it had been included in Note 19 in the 2013 Form 20-F, would have been similar to the following (where all figures are expressed
in millions of U.S. dollars):

    2

The categories of
litigation summarized in the table above include the following:

Tax litigation—The
most significant claims relate to pending challenges by the Brazilian federal tax authority concerning the deductibility of Brazilian
social contribution payments for income tax purposes (approximately U.S.$2,067) and demands by Brazilian state tax authorities
for additional payments of the value-added tax on services and circulation of goods (ICMS) in relation to our use of ICMS credits
from sales and energy transmission.

Civil litigation—Most
of these claims have been filed by suppliers for indemnification under construction contracts, primarily relating to certain alleged
damages, payments and contractual penalties. A number of other claims involve disputed contractual terms for inflation indexation.

Labor litigation—These
claims represent a very large number of individual claims by (i) employees and service providers, primarily involving demands for
additional compensation for overtime work, time spent commuting or health and safety conditions; and (ii) the Brazilian federal
social security administration (INSS) regarding contributions on compensation programs based on our profits.

Environmental litigation—The
most significant claims concern alleged procedural deficiencies in licensing processes, non-compliance with existing environmental
licenses or damage to the environment.

The proceedings referred
to above are subject to significant uncertainty in relation to the amount in dispute and the timing for resolution.

Note 20. Income Tax Settlement Program (“REFIS”),
page F-60

Comment 3:

  We note your disclosure of the claims of the Brazilian tax authority on income taxes on equity gain on foreign subsidiaries
and your continued assessment that no provision needed to be recorded in 2013. However, in November 2013, you settled this
contingent liability for $9.8 billion. Please further explain the timing of developments in the tax litigation, the evaluation
and assessment that led from no accrual to settlement. Please address whether this provision was not recorded because it was not
probable and when it became more likely than not that a present obligation existed.

Response:

Since 2003, we have been engaged in various
legal proceedings concerning the Brazilian federal tax authority’s claims that we should pay Brazilian corporate income tax
and social security contributions on the net income of our non-Brazilian subsidiaries and affiliates. For accounting purposes,
we have consistently determined that based on our evaluation of the legal arguments, the payment of additional taxes related to
these proceedings, was more than remote, but not probable, and accordingly we did not establish any provision.

    3

When the Brazilian government introduced
the REFIS settlement program in October 2013, we saw an opportunity for a substantial reduction in the amounts in dispute while
furthering our goal of eliminating uncertainties and focusing on our core businesses. However, we did not change our view of the
likelihood of an adverse outcome in our legal challenge. As required by the REFIS statute, we waived our arguments in our direct
legal challenge with respect to the periods for which we entered the REFIS program (2003 to 2012), but we have maintained our legal
challenge with respect to periods not covered by the REFIS (1996 to 2002, and 2013), which involve an amount that is not material.
Moreover, the positions we assert in our continuing legal challenge with respect to the years not covered by the REFIS would be
equally applicable to the years covered by the REFIS, so if we prevail, we believe we could be entitled to cease payments under
the REFIS and to claim back amounts already paid.

Upon entering into the REFIS, we recognized
a liability relating to the years subject to the REFIS, but we did not recognize a provision relating to the years remaining in
dispute because we continue to believe that a loss as to those years is not probable. These positions are consistent with not having
recognized a provision prior to entering into the REFIS.

Note 27. Information by business segment and consolidated
revenues by geographic area, page F-114

Comment 4:

  We note the information by business segment presented includes a column for “operating profit” which excludes
depreciation, depletion and amortization. It does not appear that this measure is a segment profit measure as it is not included
in the Management’s Discussion and Analysis section addressing results of operations by segment on page 92. Please explain
what this measure represents and how it is being used. If this measure is a segment’s profit measure, please provide an analysis
of this measure in your results of operations by segment. In future filings, please revise the titles used for this line items
to more clearly convey what it represents or ensure that all expenses operating in nature are included in any measure labeled as
operating profit.

Response:

The “operating profit” measure
used in our segment presentation shows the recurring profit (loss) of each segment before the specified charges, in order to provide
a better understanding of our lines of business. The measure is reconciled in the same table with each segment’s operating
income, including all operating expenses. This measure represents important information that is regularly reviewed by our chief
operating decision maker and is consistent with the criteria for operating segment disclosures under IFRS 8.

In future filings, we will revise the
title of this line item to “margin before depreciation.” We will also include a discussion of the measure in the segment
discussion in the “Operating and financial review and prospects” section of our Form 20-F.

    4

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

We acknowledge that we are responsible
for the adequacy and accuracy of the disclosure in the 2013 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 2013 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

5

July 23, 201 4

Via E -Mail
Luciano Siani Pires
Chief Financial  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, 201 3
Filed March 27 , 201 4
File No. 001-15030

Dear Mr. Pires :

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 circumst ances, 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, 201 3

Notes to the Consolidated Financi al Statements, page F -13
Note 2 .  Summary of the Main Accounting Practices and Accounting Estimates, page F-14
Provision  for litigation, page F -22

1. We note your accounting policy for provisions of litigation on page F -21 states “the
obligation is recognized when it is considered proba ble and can be measured with
reasonable certainty.”  Please explain how your policy compares to the guidance in IAS
37 paragraphs 14 and 25 which require only a reliable estimate.  Also, tell us if you had
any provisions of litigation which were not record ed because they did not meet the
“reasonable certainty” threshold.

Luciano Siani Pires
Vale S.A.
July 23, 2014
Page 2

Note 19.  Provision  for litigation, page F -58

2. We note your table of contingent liabilities related to tax, civil, labor and environmental
litigation which totaled $8.6 billion.  Please expand your disclosure to provide a brief
description of the nature of each of these contingent liabilities and an indication of the
uncertainties related to the amount or timing of this litigation.  See IAS 37 paragraph 86.
Please provide us with draft  disclosures to be included in future filings.

Note 20. Income Tax Settlement Program ("REFIS"), page F -60

3. We note your disclosure of the claims of the Brazilian tax authority on income taxes on
equity gain on foreign subsidiaries and your continued assessmen t that no provision
needed to be recorded in 2013.  However, in November 2013, you settled this contingent
liability for $9.8 billion.  Please further explain the timing of developments in the tax
litigation, the evaluation and assessment that led from no accrual to settlement.  Please
address whether this provision was not recorded because it was not probable and when it
became more likely than not that a present obligation existed.

Note 27 . Information by business segment and consolidated revenues by geogra phic area, page
F-114

4. We note the information by business segment presented includes a column for “operating
profit” which excludes depreciation, depletion and amortization. It does not appear that
this measure is a segment profit measure as it is not included in the Management’s
Discussion and Analysis  section addressing  results of operations by segment on page 92.
Please explain what this measure represents and how it is being used.   If this measure is a
segment’s profit measure, please provide an analysis of this measure  in your results of
operations by segment.  In future filings, please revise the titles used for this line items to
more clearly convey what it represents or ensure that all expenses operating in nature are
included in any measure labeled as operating prof it.

Luciano Siani Pires
Vale S.A.
July 23, 2014
Page 3

 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 th e 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.

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 Steve Lo at 202 -551-3394  or Nasreen Moha mmed  at 202 -551-3773 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

October 30, 2013

Via E -Mail
Luciano Siani Pires
Chief Financial 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. Pires :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proce eding initiated by the Commission or any person under the
federal securities laws of the United States.  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
inform ation the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

    Unassociated Document

             September 11, 2013

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

Fax Number: (703) 813-6963

Re:

Vale S.A. - Form 20-F for the Fiscal Year Ended December 31, 2012

Filed April 2, 2013

File No. 001-15030

Response to Staff Comment Letter dated August 27, 2013

Dear Ms. Jenkins:

By letter dated August 27, 2013, 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, 2012 (the “2012 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 2012

Note 5 to Consolidated Financial Statements – Major acquisitions and divestitures, page F-19

Comment 1:

We note your response to comment three of our letter dated July 10, 2013 and it appears to us that you believe the fiscal 2012 adjustment to the tax basis of the assets was the result of the fiscal 2010 acquisition with a third party; it could not be recognized until the legal merger took place during fiscal 2012, but it was not the legal merger that resulted in the adjustment in the tax basis.  Please advise us of the following:

·

Confirm our understanding that the fiscal 2010 acquisition and the fiscal 2012 legal merger were two separate and distinct transactions; and that the tax basis would not have changed in fiscal 2012 without the legal merger taking place.

·

Further explain to us why you believe that it was not the fiscal 2012 legal merger of Vale Fertilizantes into Naque that resulted in the adjustment in the tax basis.  In this regard, it appears to us that the legal merger transaction “resulted in increasing the tax basis of the acquired assets, eliminating the differences between the financial reporting amounts and tax basis” and that “the change in tax basis ... was only recognized for tax purposes at the time of the legal merger.”

Response:

In 2010, Vale engaged in a business combination (the “2010 business combination”) that resulted in a deferred tax liability. The 2010 business combination was not entered into in contemplation of a future merger into Naque, which would have been inconsistent with Vale’s plans for the fertilizer business, and accordingly the Company did not consider such a merger in determining the purchase price allocation.

In 2012, an indirect wholly-owned subsidiary of Vale merged into its parent, also an indirect wholly-owned subsidiary of Vale (the “2012 upstream subsidiary merger”), resulting on a consolidated basis in the reduction of the deferred tax liability. Under US GAAP, as codified in FASB ASC 740, unless there is a specific requirement to record an item to shareholder’s equity, a change in deferred tax balance is recorded as part of income. There is nothing in the accounting literature, as explained below, that would result in this item being recorded directly to equity. It is quite common for an issuer to have an impact on the deferred tax provision when an upstream subsidiary merger takes place. What is unusual in this situation is the magnitude of the impact, which is why Vale clearly disclosed this item in the effective rate reconciliation and discussed it in MD&A. If after reading this response the Staff still has additional questions, we would be glad to schedule a call to discuss this matter.

·

Confirm our understanding that the fiscal 2010 acquisition and the fiscal 2012 legal merger were two separate and distinct transactions; and that the tax basis would not have changed in fiscal 2012 without the legal merger taking place.

We confirm that the 2010 business combination and the 2012 upstream subsidiary merger were two separate and distinct transactions, as described below. The 2010 business combination was not entered into in contemplation of the 2012 upstream subsidiary merger. We also confirm that if the 2012 upstream subsidiary merger had not taken place, the tax basis of the assets acquired in the 2010 business combination would not have changed, and consequently the net deferred tax liability would not have changed either.

The 2010 business combination

The 2010 business combination, in which Vale’s subsidiary Naque acquired companies from third parties, was part of Vale’s strategy to increase its participation in the fertilizer market. The acquisition was accounted for as a business combination as defined by ASC 805-10-15-3. Therefore, the purchase price allocation method was applied and certain assets were stepped up to their fair values in Vale’s consolidated financial statements, primarily consisting of property, plant and equipment, mineral rights and inventories. Stepping up those assets to their fair values upon acquisition created a difference between book values and tax basis, because the tax basis of the assets acquired did not change as a result of the 2010 business combination. Following the guidance in ASC 850-740-30-1 and ASC 740-10-05-7, Vale recorded deferred tax liabilities on those differences.

2

As described in our letter dated August 14, 2013, at the time of the 2010 business combination, Vale’s strategy was to create a stand-alone fertilizer business with outside investors. The simplified diagram below schematically illustrates the 2010 business combination:

Illustrations 1 and 2 below provide a simplified illustration of the effects of an acquisition similar to the 2010 business combination:

Illustration 1: Before the Acquisition

Book values(1)

Tax basis

Temporary differences

Deferred taxes

Assets

1,000

1,000

-

-

Liabilities

800

800

-

-

Equity

200

200

-

-

(1) Income tax rate in Brazil is 34%.

Illustration 2:  After the Acquisition

Book values(1)

Tax basis

Temporary differences

Deferred taxes(2)

Assets

1,300

1,000

300

102

Liabilities

800

800

-

-

Net deferred tax liability(3)

102

(1) New book values after purchase price allocation.

(2) Income tax rate in Brazil is 34%.

(3) Increase in deferred tax liability results in an increase in goodwill.

3

The 2012 upstream subsidiary merger

In the 2012 upstream subsidiary merger, the businesses acquired in the 2010 business combination were merged into the legal entity that acquired them. The 2010 business combination was not entered into in contemplation of the 2012 upstream subsidiary merger. Our previous letter explained in detail the intervening change in Vale’s plans for its fertilizer business that preceded the 2012 upstream subsidiary merger.

In accordance with Brazilian tax law, the tax basis of assets and liabilities acquired by an entity that legally merges into another are stepped up to their book values. Therefore, at the time of the 2012 upstream subsidiary merger, the tax basis of the assets Naque acquired in the 2010 business combination were stepped up to their book values. No deferred tax liability was required, because this step-up removed the temporary differences between the tax basis and book values, following the guidance in ASC 740-10-30-4. As a result, the deferred tax liability that was created at the time of the 2010 business combination had to be reversed—Vale had to debit the deferred tax liability.  As the measurement period had ended, Vale concluded that it would not be appropriate to record the credit to goodwill as a purchase accounting adjustment.  As described above, under FASB ASC 740, a change in the deferred tax balance is recorded in the income statement unless there is a specific requirement to record it directly to equity.  In this situation, there is nothing in ASC 740 to indicate that it should have been recorded directly to equity.

The diagram below illustrates the 2012 upstream subsidiary merger:

Illustration 3 below provides a simplified illustration of the effects on the entity described in Illustrations 1 and 2 of a legal merger similar to the 2012 upstream subsidiary merger:

Illustration 3:  After the Legal Merger

Book values(1)

Tax basis(2)

Temporary differences

Deferred taxes

Assets

1,300

1,300

-

-

Liabilities

800

800

-

-

Net deferred tax liability

-

(1) New book values after purchase price allocation.

(2) New tax basis upon legal merger.

4

·

Further explain to us why you believe that it was not the fiscal 2012 legal merger of Vale Fertilizantes into Naque that resulted in the adjustment in the tax basis.  In this regard, it appears to us that the legal merger transaction “resulted in increasing the tax basis of the acquired assets, eliminating the differences between the financial reporting amounts and tax basis” and that “the change in tax basis ... was only recognized for tax purposes at the time of the legal merger.”

As described above, the 2012 upstream subsidiary merger resulted in the update of the tax basis of the assets acquired in the 2010 business combination. The 2012 upstream subsidiary merger was a separate and distinct transaction from the 2010 business combination. It occurred following a change in Vale’s strategy for its fertilizer business, and the adjustment in the tax basis was made only after the 2012 upstream subsidiary merger.

Comment 2:

We note in your response under the third bullet point of comment three of our letter dated July 10, 2013 that the guidance in ASC 740-20-45-11(g) deals with all changes in tax bases of assets and liabilities as a result of transactions among or with shareholders, but that this was not a transaction among or with shareholders.  Given that the fiscal 2012 legal merger transaction was a reorganization of entities under common control; and that this transaction resulted in increasing the tax basis of the previously acquired assets and eliminating the differences between the financial reporting amounts and tax basis, please further explain to us why you believe the legal merger was not a transaction among or with shareholders and why the guidance in ASC 740-20-45-11(g) does not apply to the change in tax basis resulting from the legal merger.

Response:

See our response to Comment 3 below regarding a reorganization of entities under common control.

In our view, ASC 740-20-45-11(g) applies in situations as a result of transactions among or with external shareholders of a company. The 2012 upstream subsidiary merger was not a transaction among or with shareholders of Vale, but rather an internal reorganization of wholly-owned subsidiaries within Vale.  Therefore, we do not believe that the guidance in ASC 740-20-45-11(g) applies.

One example of a transaction with or among external shareholders of a company is the preparation of financial statements for a spin-off transaction, when an intra-entity sale may occur to transfer specific assets (e.g., fixed assets or intangible assets) to an entity that will eventually be spun off (the transferee). When the spin-off occurs, the acquired asset will be recorded at predecessor basis in the separate financial statements of the transferee. A basis difference on the acquired asset would exist (historical cost for book purposes versus fair value of the asset for tax purposes).

5

ASC 740-20-45-11(g) could be applicable to the stand-alone financial statements of the subsidiaries of Vale.  The accounting in such financial statements would be different from the consolidated financial statements of Vale.  Again,  FASB ASC 740-20-45-11(g) only involves transactions among or with external shareholders—not when the transaction is entirely with the consolidated group.

Comment 3:

We note in your response under the third bullet point of comment three of our letter dated July 10, 2013 that you do not believe paragraphs 270-272 of FAS 109, by analogy, are applicable to the Company’s specific fact pattern as those paragraphs of FAS 109 discuss a pooling of interest – i.e., not a change in book basis but a change in tax basis.  Given that the fiscal 2012 legal merger transaction was a reorganization of entities under common control; and that this transaction resulted in increasing the tax basis of the previously acquired assets and eliminating the differences between the financial reporting amounts and tax basis, please further explain to us why the guidance in paragraphs 270- 272 of FAS 109, by analogy, are not applicable to the change in tax basis resulting from the legal merger.

Response:

Although the entities involved in the 2012 upstream subsidiary merger were wholly-owned subsidiaries of Vale, it should not be analyzed as a reorganization of entities under common control.  That term is generally used to describe a change in the reporting entity.  For example, where two entities A and B are controlled by the same top parent company, if B is merged into A, then the financial statements of A would reflect the combined results of A and B.  In our situation, the financial statements under discussion are not those of A, but of the top parent company.  The 2012 upstream subsidiary merger was simply a merger of wholly-owned subsidiaries of Vale.  There was no change in the entities that comprise Vale.  As described in our response to Comment 2 above, there can be differences in accounting between the financial statements of a subsidiary and the consolidated financial statements of the parent.

We do not believe that the 2012 upstream subsidiary merger is analogous to transactions involving a pooling of interests, because those transactions result in the creation of a different reporting entity. The 2012 upstream subsidiary merger did not lead to a change in reporting entity from the perspective of Vale, the top parent company. However, if we are going to analogize to a pooling of interest, we would look to the guidance in paragraph 272 of SFAS 109, which states the following:

A taxable business combination may sometimes be accounted for by the pooling-of-interests method. The increase in the tax basis of the net assets acquired results in temporary differences. The deferred tax consequences of those temporary differences are recognized and measured the same as for other temporary differences. As of the combination date, recognizable tax benefits attributable to the increase in tax basis are allocated to contributed capital. Tax benefits attributable to the increase in tax basis that become recognizable after the combination date (that is, by elimination of a valuation allowance) are reported as a reduction of income tax expense.

6

We believe what would be analogous is that at the time of the 2010 business combination, the offsetting debit to the deferred tax liability was not included in income, but rather was recorded as an increase in goodwill. Consistent with this guidance, the later adjustment (i.e., at the time of the 2012 upstream subsidiary merger) is reported as a reduction of income tax expense.

Note 12 to Consolidated Financial Statements – Assets and liabilities held for sale, page F-26

Comment 4:

We note your response to comment five of our letter dated July 10, 2013.  We further note in footnote seven to your June 30, 2013 financial statements provided in the Form 6- K furnished on August 8, 2013 that, during the second quarter of fiscal 2013, the Company concluded the Araucária disposal transaction that was previously classified as held for sale.  Please advise us of the following:

·

Clarify whether the $298 million of net assets held for sale as of December 31, 2012 represents the carrying amount or the fair value less cost to sell.

·

Tell us whether any gains or losses were recognized in fiscal 2012 accordance with ASC 360-10-35-40 and, if so, tell us how you considered the requirements of ASC 205-20-50-1(b), 360-10-50-2 and 360-10-50-3.

·

Finally confirm to us that in future filings you will clearly disc

August 27 , 2013

Via E -Mail
Luciano Siani Pires
Chief Financial 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
Response dated August 14, 2013
File No. 001 -15030

Dear Mr. Pires :

We have reviewed your filing and response 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 providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comment s apply to your facts and circumstances, 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

Notes to the Consolidated Financial Statements, page F -12

5. Major acquisitions and divestitures, page F -19

1. We note your response to comment three of our letter dated July 10, 2013 and it appears
to us that you believe the fiscal 2012 adjustment to the tax bas is of the assets was the
result of the fiscal 2010 acquisition with a third party; it could not be recognized until the
legal merger took place  during fiscal 2012 , but it was not the legal merger that resulted in
the adjustment in the tax basis.   Please ad vise us of the following:

 Confirm our understanding that the fiscal 2010 acquisition and the fiscal 2012 legal
merger were two separate and distinct transactions; and that the tax basis would not
have changed in fiscal 2012 without the legal merger taking  place.

Luciano Siani Pires
Vale S.A.
August 27 , 2013
Page 2

  Further explain to us why you believe that it was not the fiscal 2012 legal merger of
Vale Fertilizantes into Naque that resulted in the adjustment in the tax basis .  In this
regard, it appears to us that the legal merger transaction “resulted in i ncreasing the tax
basis of the acquired assets, eliminating the differences between the financial
reporting amounts and tax basis” and that “the change in tax basis…was only
recognized for tax purposes at the time of the legal merger.”

2. We note in your res ponse under the third bullet point of comment three of our letter dated
July 10, 2013 that the guidance in ASC 740 -20-45-11(g) deals with all changes in tax
bases of assets and liabilities as a result of transactions among or with shareholders, but
that th is was not a transaction among or with shareholders.  Given that the fiscal 2012
legal merger transaction was a reorganization of entities under common control; and that
this transaction resulted in increasing the tax basis of the previously acquired asset s and
eliminating the differences between the financial reporting amounts and tax basis, please
further explain to us why you believe the legal merger was not a transaction among or
with shareholders and why the guidance in ASC 740 -20-45-11(g) does not app ly to the
change in tax basis resulting from the legal merger.

3. We note in your response under the third bullet point of comment three of our letter dated
July 10, 2013 that you do not believe paragraphs 270 -272 of FAS 109, by analogy, are
applicable to th e Company’s specific fact pattern as those paragraphs of FAS 109 discuss
a pooling of interest – i.e., not a change in book basis but a change in tax basis. Given
that the fiscal 2012 legal merger transaction was a reorganization of entities under
common c ontrol; and that this transaction resulted in increasing the tax basis of the
previously acquired assets and eliminating the differences between the financial reporting
amounts and tax basis, please further explain to us why the guidance in paragraphs 270 -
272 of FAS 109, by analogy, are not applicable to the change in tax basis resulting from
the legal merger.

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

4. We note your response to comment five of our letter dated July 10, 2013.  We further
note in footnote seven to your June 30, 2013 financial statements provided in the Form 6 -
K furnished on August 8, 2013 that, during the second quarter of fiscal 2013, the
Company concluded the Araucária disposal transaction that was previously classified as
held f or sale.  Please advise us of the following:

 Clarify whether the $298 million of net assets held for sale as of December 31, 2012
represents the carrying amount or the fair value less cost to sell.

 Tell us whether any gains or losses were recognized in  fiscal 2012 accordance with
ASC 360 -10-35-40 and, if so, tell us how you considered the requirements of ASC
205-20-50-1(b), 360 -10-50-2 and 360 -10-50-3.

Luciano Siani Pires
Vale S.A.
August 27 , 2013
Page 3

  Finally confirm to us that in future filings you will clearly disclose (1) the effects
resulting fr om both the working capital adjustments and the intercompany payables
owed by Araucária, as described in your response; and (2) any gains or losses
recognized in accordance with ASC 360 -10-35-40 or ASC 360 -10-40-5, as
applicable.

You may contact Steve L o 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

CORRESP
1
filename1.htm

    Unassociated Document

August 14, 2013

VIA FACSIMILE AND 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

Fax Number: (703) 813-6963

Re:         Vale S.A. - Form 20-F for the Fiscal Year Ended December 31, 2012

Filed April 2, 2013

File No. 001-15030

Response to Staff Comment Letter dated July 10, 2013

Dear Ms. Jenkins:

By letter dated July 10, 2013, 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, 2012 (the “2012 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 2012

General

Comment 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.  Your 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.

Response:

To the best of our knowledge, since our letter dated April 6, 2010 (in the case of Cuba) and since January 1, 2010 (in the case of Syria and Sudan), there have been no matters of the kind described in the Staff’s comment involving Vale on the one hand and Cuba, Syria or Sudan on the other.

Comment 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 quantitative 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 investor 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 adopted 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 directed toward companies that have operations associated with Cuba, Syria and Sudan.

Response:

Not applicable.  Please see the response to Comment 1.

Note 5 to Consolidated Financial Statements – Major acquisitions and divestitures, page F-19

Comment 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 you 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 differences 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:

2

·

Describe in detail the substance of June 2012 legal merger between Naque and Vale Fertilizantes and tell how you accounted for the legal 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 recorded 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 literature that you followed to support your recycling of the deferred tax liability through the income statement as a result of the legal merger, and tell us how you considered the guidance in ASC 740-20-45-11(g) (changes in tax bases) and, by analogy, paragraphs 270-272 of FAS 109.

Response:

The accounting for this transaction depends on whether the adjustment to the deferred tax balance from the merger should be considered (i) a purchase accounting adjustment or (ii) a change in the deferred tax balance to be recognized in the income statement. The Company concluded that the measurement period, as defined by ASC 805-10-25-14, had ended prior to the decision to effect the merger and thus the adjustment to the deferred tax balance was recorded in the income statement and, given its unique nature, clearly disclosed.

Background of Transaction

In 2010, Vale’s wholly-owned subsidiary Mineração Naque S.A. (“Naque”) acquired a controlling interest (78.92% of the equity, representing 99.83% of the voting rights) in Fertilizantes Fosfatados S.A.— Fosfertil (“Fosfertil”).  We later changed the name of Fosfertil to Vale Fertilizantes S.A (“Vale Fertilizantes”).  Concurrently, Naque acquired 100% of Bunge Participações e Investimentos S.A. (“BPI”), which was a business closely related to Fosfertil.

In 2011, through a series of transactions, Naque acquired all the remaining equity of Vale Fertilizantes.  Also in 2011, BPI, which was renamed Vale Fosfatados S.A., was merged into Vale Fertilizantes.  Later, the Company acquired the remaining shares of Vale Fertilizantes in a tender offer over the period from November to December 2011.

Vale’s intention at the time it acquired Fosfertil and BPI was to establish a stand-alone fertilizer business by combining its existing and future potash assets with the former Fosfertil and BPI assets. A merger of Vale Fertilizantes into Naque was not contemplated and would not have been possible prior to the acquisition of all of the minority interests. The newly established fertilizer business was being prepared to receive equity funding, and an internal capital markets working group with external counsel was formed to study a possible IPO in Brazil. The Company also considered funding alternatives other than an IPO. Vale Fertilizantes (formerly Fosfertil) would have acted as the holding company for these separate businesses. The planned IPO was widely reported by the financial press in Brazil.

During 2012, Vale determined to retain the business in its entirety, mainly to allow time to optimize the synergies with other fertilizer assets, and Vale then decided to merge Vale Fertilizantes into Naque.

3

The merger resulted in a change in tax basis. At the time of the acquisition the fair value of the acquired assets (property, plant and equipment) exceeded the tax basis, resulting in a deferred tax liability.   The legal merger resulted in the tax basis increasing by US$3,635 million – i.e., for tax purposes the company would depreciate assets of US$3,365 million more as a result of the legal merger.  This difference at the statutory rate of 34% resulted in a reduction of tax expense for the year of US$1,236 million. This merger took place after the completion of the measurement period, so the adjustment to the deferred tax balance was not a purchase accounting adjustment; rather, it was recognized in the income statement.

Based on the background above we have provided the following responses to your comments:

·

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

As explained above, we decided to abandon the plan to sell a minority interest in the equity of Vale Fertilizantes in an IPO and instead to fully merge Vale Fertilizantes into Naque. Under this legal merger, all assets and liabilities from Vale Fertilizantes were transferred to Naque. Upon the transfer of these assets and liabilities, Vale Fertilizantes ceased to exist as a legal entity.

Prior to the merger, Vale held 100% of the shares of Naque, and Naque held 100% of the shares of Vale Fertilizantes.  There were no non-controlling shareholders and no transaction with non-controlling shareholders.  Accordingly, this was a reorganization of entities under common control.  Therefore,  there was no effect for financial reporting purposes other than the change in the tax basis that resulted in the change in the deferred tax balance as described above.  The change in tax basis was a result of an acquisition but was only recognized for tax purposes at the time of the legal merger.

·

Further explain to us what the original deferred tax liability that was recorded 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

The deferred tax liability recorded in 2010 upon the acquisition of Vale Fertilizantes arose because Vale recognized substantial fair value adjustments to property plant and equipment and to inventories for financial reporting purposes, but not for tax purposes. The deferred tax liability was based on the differences between the financial reporting amounts and tax bases of the assets and liabilities of Vale Fertilizantes. Accordingly, the difference represented an outside basis difference. Under ASC 740-30-25-7, the excess of the financial reporting amount over the tax basis of an investment is not a taxable temporary difference if the tax law provides a means by which it can be recovered tax-free and the entity expects that it will ultimately use that means. These amounts would be amortized for accounting purposes in future periods, but under Brazilian tax law the increase in amortization charges would not be deductible because Naque was a separate entity from Vale Fertilizantes, and we expected it to continue as a separate entity.

Under Brazilian tax law, the merger of Vale Fertilizantes into Naque resulted in increasing the tax basis of the acquired assets, eliminating the differences between the financial reporting amounts and tax basis. As a consequence, the corresponding deferred tax liability was reversed to income.

4

·

Tell us the generally accepted accounting literature that you followed to support your recycling of the deferred tax liability through the income statement as a result of the legal merger, and tell us how you considered the guidance in ASC 740-20-45-11(g) (changes in tax bases) and, by analogy, paragraphs 270-272 of FAS 109.

Pursuant to ASC 740-10-30-4 deferred tax expense represents the change during the year end of an entity’s deferred tax liabilities and assets.  ASC 740-20-45-11 provide the list of items that should be recorded directly to comprehensive income or shareholder’s equity and not included in the income statement.  That list does not include a change in the tax basis resulting from a prior-period acquisition with a third party.

The guidance in ASC 740-20-45-11(g) deals with the effects in the tax bases of assets and liabilities as a result of transactions among or with shareholders.  This was not a transaction among or with shareholders. As previously mentioned, the adjustment to the tax basis of the assets was a result of an acquisition with a third party; it could not be recognized until the legal merger took place, but it was not the legal merger that resulted in the adjustment in the tax basis. We do not believe the guidance in ASC 740-20-45-11(g) (changes in tax bases) is applicable.

We also do not believe paragraphs 270-272 of FAS 109, by analogy, are applicable to the Company’s specific fact pattern.  Those paragraphs of FAS 109 discuss a pooling of interest - i.e., not a change in book basis but a change in tax basis.  Unlike a pooling of interest when there is no change in book basis, upon acquisition we recorded the assets at fair value, but the tax basis remained the same. This difference was the US$3,635 million noted above.  At the time of the legal merger, the tax basis of the assets increased to the fair value recognized at the time of the acquisition.  As a result, there was no difference between book and tax basis of the assets and the deferred tax liability was reduced.

Note 5 to Consolidated Financial Statements – Major acquisitions and divestitures, page F-19

Comment 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 agreement 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 discontinued 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.

5

Response:

We did not report any of these three dispositions as discontinued operations, because none of them was material to their respective segments, and in aggregate they were not material to the consolidated financial statements.

Each disposed entity belonged to a larger reportable segment: the Colombian thermal coal and European manganese ferroalloys operations were both part of our bulk materials segment, and the Araucária nitrogen operations were part of our fertilizers segment. As shown in the tables below, the dispositions were immaterial to their respective reportable segments and to our consolidated operations.  Where indicated in the tables below, for illustrative purposes we have included Araucária’s nitrogen assets as of and for the six months ended December 31, 2012, because those assets were established as a separate operation beginning on June 30, 2012.

Disposed businesses compared to Vale consolidated

As of and for the year ended December 31, 2011

(US$ million)

Disposed entities (aggregate)(1)

Vale Consolidated

% of Consolidated

Net operating revenue

945

60,946

1.55%

Operating income/(loss)

(29)

30,112

-0.10%

Fixed assets

1,196

88,895

1.35%

(1) See the last sentence of the introductory paragraph above.

Colombian thermal coal business compared to bulk materials segment

As of and for the year ended December 31, 2011

(US$ million)

Colombian Thermal Coal

Bulk Materials Segment

% of Segment

Net operating revenue

393

46,088

0.

CORRESP
1
filename1.htm

    Unassociated Document

Writer’s Direct Dial:  +1 212 225 2414

E-Mail:  ngrabar@cgsh.com

July 23, 2013

VIA EDGAR TRANSMISSION

Tia L. Jenkins, Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

Division of Corporation Finance

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, 2012

Filed April 2, 2013

File No. 001-15030

Dear Ms. Jenkins:

As discussed with Steve Lo on July 18, I am writing to provide you with a written confirmation of the expected timing of the response of our client, Vale S.A. (“Vale”), to the July 10, 2013 comment letter of the staff of the Division of Corporation Finance of the Securities and Exchange Commission on Vale’s annual report on Form 20-F for the fiscal year ended December 31, 2012. Vale expects to file its response by August 14, 2013.

If you have questions or require additional information, please do not hesitate to contact me at (212) 225-2414.

Very truly yours,

/s/ Nicolas Grabar

Nicolas Grabar

cc:

Steve Lo, Division of Corporation Finance

          Securities and Exchange Commission

Luciano Siani Pires

          Vale S.A.

CLEARY GOTTLIEB STEEN AND HAMILTON LLP OR AN AFFILIATED ENTITY HAS AN OFFICE IN EACH OF THE CITIES LISTED ABOVE.

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

October 25, 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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  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 rules require.

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

    Unassociated Document

October 9, 2012

VIA FACSIMILE AND 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

Fax Number: (703) 813-6963

 Re:

Vale S.A. - Form 20-F for the Fiscal Year Ended December 31, 2011

Filed April 17, 2012

File No. 001-15030

Response to Staff Comment Letter dated September 24, 2012

Dear Ms. Jenkins:

By letter dated September 24, 2012, 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, 2011 (the “2011 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 December 31, 2011

Financial Statements

Notes to Consolidated Financial Statements, page F-12

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

a) Basis of Presentation, page F-13

Comment:

1.

We note that your subsidiary Vale International changed its functional currency from the Brazilian Real to the US dollar in 2011 based on a business assessment. Please advise us on the following:

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 facts and circumstances that let 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.

Response:

In determining the appropriate functional currency that should be used, the Company follows the guidance in ASC 830-10-55-3 to 55-5.  Based on that guidance, we determined that through 2010, the functional currency of Vale International was the Brazilian Real, principally because it sold only goods purchased from its parent Vale.  Consequently under ASC 830-10-45-4 we concluded that its functional currency should be that of its parent Vale, the Brazilian Real.

Vale’s strategic plan for 2011 adopted a new strategy for Vale International.  Accordingly, based on the guidance in ASC 830-10-45-7, we believed that there was a significant change in economic facts and circumstances that indicated that the functional currency should change, including the following indicators: cash flow, sales markets, financing and expenses.  Vale International has a more robust independent sales structure, trades a variety of commodities acquired from various sources and engages in transactions denominated in multiple currencies.  Vale International also now directly assumes certain risks in connection with its operations, such as those related to shipping, inventories and changes in commodity prices.  Based on the significant increase in autonomy and the preponderance of the indicators in ASC 830-10-55-5, management determined that the functional currency had changed to the U.S. dollar and that January 1, 2011 was the most appropriate date to give effect to the change.

We followed ASC 830-10-45-10 in accounting for the change in functional currency of Vale International.  The change was applied prospectively from January 1, 2011, and previously released financial information was not restated.  The change was from a foreign currency (Brazilian Reais) to the reporting currency (U.S. dollars), so translation adjustments for prior periods were not removed from equity and the translated amounts for nonmonetary assets at the end of the prior period became the accounting basis for those assets in the period of the change and in subsequent periods, under ASC 830-10-45-10.

Note 6 – Income Taxes, page F-20

Comment:

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 undistributed 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.

Response:

We will provide the disclosures required by ASC 740-30-50-2(b) in future filings. Such disclosures, if included in Note 6 of the 2011 Form 20-F, would have been similar to the following (where all figures are expressed in millions of U.S. dollars):

We analyze the potential tax impact associated with undistributed earnings of each of our subsidiaries and affiliates. For those subsidiaries in which undistributed earnings are intended to be reinvested indefinitely, no deferred tax is recognized. Undistributed earnings of foreign consolidated subsidiaries and affiliates for which no deferred income tax has been recognized for possible future remittances to the parent company totaled approximately US$26,300 at December 31, 2011.  These amounts are considered to be permanently reinvested in the Company’s international business.  It is not practicable to determine the amount of the unrecognized deferred tax liability associated with these amounts.  If we did determine to repatriate these earnings, there would be various methods available to us, each with different tax consequences.  There would also be uncertainty as to the timing and amount, if any, of foreign tax credits that would be available, as the calculation of the available foreign tax credit is dependent upon the timing of the repatriation and projections of significant future uncertain events.  The wide range of potential outcomes that could result due to these factors, among others, makes it impracticable to calculate the amount of tax that hypothetically would be recognized on these earnings if they were repatriated.

Comment:

3.

We note on page F-22 that you do not provide all of the unrecognized tax benefit disclosures required 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 based on your December 31, 2011 financial statements.

Response:

We will include the disclosures in future filings. Such disclosures, if they had been included in Note 6 of the 2011 Form 20-F, would have been similar to the following (where all figures are expressed in millions of U.S. dollars):

The Company’s income taxes are subject to examination by the tax authorities for up to five years with respect to Brazil, up to ten years in Indonesia and up to seven years in Canada.  The reconciliation of the beginning and end of period amount of the uncertain income tax positions is as follows (see note 20(b), “Tax – related actions”):

As of December 31,

2011

2010

2009

Beginning of the period

2,555

396

657

Changes resulting from tax positions – current year

     Increases

1,076

2,130

47

     Decreases

     (79

)

-

-

     Settlements

(3,330

)

(24

)

(474

)

Cumulative translation adjustments

     41

53

166

End of the period

   263

2,555

396

As at December 31, 2011, 2010 and 2009, there were US$12, US$16 and US$33 of unrecognized tax benefits that, if recognized, would affect the Company’s annual effective tax rate.

The Company recognizes interest accrued related to unrecognized tax benefits in financial expense and penalties in other operating expenses. The interest and penalties recognized in the statement of income in 2011, 2010 and 2009 were US$157, US$97 and US$15, respectively. The Company had accrued US$72 at December 31, 2011 and US$374 at December 31, 2010 for the payment of interest and penalties.

Note 20 – Commitments and Contingencies, page F-48

Comment:

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 confirm 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 December 31, 2011 financial statements.

Response:

We will expand the discussion of individually significant contingencies in future filings, as requested.  Such discussion, if it had been included in Note 20 of the 2011 Form 20-F, would have been similar to the following (where all figures are expressed in millions of U.S. dollars):

In addition to the contingencies for which we have made provisions, we are defendants in claims where in our opinion, and based on the advice of our legal counsel, the likelihood of loss is reasonably possible but not probable, in the total amount of US$22,449 at December 31, 2011, and for which no provision has been made (December 31, 2010 US$4,787). The main categories of these claims are as follows:

As of December 31,

2011

2010

Labor and social claims

1,922

1,969

Civil claims

1,484

1,083

Tax related actions

17,967

1,713

Others

1,076

22

Total

22,449

4,787

The increase in the values of reasonably possible tax contingencies refers mainly to tax assessments against us for regarding the payment of Income Tax and Social Contribution calculated based on the equity method in foreign subsidiaries.  These are the largest individual contingencies classified as reasonably possible. The Brazilian federal tax authority (Receita Federal) contends that we should pay those taxes and contributions on the net income of our non-Brazilian subsidiaries and affiliates. The position of the tax authority is based on Article 74 of Brazilian Provisional Measure 2,158-34/2001 (“Article 74”), a tax regulation issued in 2001 by Brazil’s President, and on implementing regulations adopted by the tax authority under Article 74. The tax authority has issued four tax assessments (autos de infração) against us for payment of US $6,644 in taxes in accordance with Article 74 for the tax years 1996 through 2008, plus interest and penalties of US $9,781 through December 31, 2011, amounting to a total of US$16,425. As of December 31, 2011, due to developments in the related proceedings and based on the advice of our legal counsel and management’s assessment, we determined that a loss in connection with these tax assessments was reasonably possible.

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

We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the 2011 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 2011 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

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

February 17, 2011
 Roger Agnelli Chief Executive Officer Vale S.A. Avenida Graça Aranha, No. 26 20030-900 Rio d Janeiro, RJ Brazil
Re: Vale S.A.
Form 20-F for the Fiscal Year Ended December 31, 2009 Filed April 29, 2010, as amended June 15, 2010  File No. 1-15030

Dear Mr. Agnelli:

We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

October 11, 2010

VIA FAX AND EDGAR TRANSMISSION

H. Roger Schwall, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F St, N.E.

Washington, D.C. 20549-4628

Fax Number: (703) 813-6982

Re:           Vale S.A. Form 20-F for the Fiscal Year Ended December 31, 2009

Dear Mr. Schwall:

By letter dated September 28, 2010, you provided certain comments on the annual report on Form 20-F of Vale S.A. (“Vale” or “we”) for the year ended December 31, 2009 (the “2009 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.

1.

Revise the cover page of the Form 20-F to provide all the required information, including the name, telephone, e-mail and/or facsimile number and address of company contact person.

In our report on Form 20-F for the fiscal year ended December 31, 2010 (our “2010 Form 20-F”), we will provide all the required information, including the paragraph regarding the submission and posting of Interactive Data Files and the following contact information:

Roberto Castello Branco

55-21-3814-4540

roberto.castello.branco@vale.com

2.

Provide a description of Valepar’s principal business, and discuss the background of its ownership and any other affiliation with Vale S.A.  See also Item 4.A of Form 20-F.  Also expand the biographical sketches you provide in the Management section beginning at page 115 to disclose the principal business conducted by the (other) current employers of the listed directors.  Where members of management serve as directors of competitors or potential competitors, ensure that you identify the principal business conducted by the other listed entities as well.

In our 2010 Form 20-F, we will provide a paragraph that is substantially similar to the paragraph below describing Valepar’s principal business and the background of Valepar’s ownership and affiliation with Vale:

Valepar is a special-purpose company organized under the laws of Brazil that was incorporated for the sole purpose of holding an interest in Vale.  Valepar does not have any other business activity.  Valepar acquired its controlling stake in Vale from the Brazilian government in 1997 as part of the first stage of Vale’s privatization.

In our 2010 Form 20-F, we will also expand the management biographical information by describing the principal business conducted by each company (other than Vale and its subsidiaries and affiliates) that employs a director or executive officer of Vale or whose board of directors includes a member of Vale’s management.

3.

Provide new risk factor disclosure, as appropriate, regarding any material litigation risks.  We note the disclosure you provide at pages 125-127 under the caption “Legal Proceedings.”

In our 2010 Form 20-F, we will provide new risk factor disclosure that is substantially similar to the paragraph below:

We are involved in several legal proceedings that could have a material adverse effect on our business in the event of an outcome that is unfavorable to us.

We are involved in several legal proceedings in which adverse parties have claimed substantial amounts.  Although we are vigorously contesting them, the outcomes of these proceedings are uncertain and may result in obligations that could materially adversely affect our business and the value of our shares and ADSs.  For additional information, see V. Additional information—Legal Proceedings.

4.

We refer you to Item 3.D of Form 20-F.  The instruction to that item cites as potential risks those factors relating to the countries in which you operate.  Although you have included some general risk discussion regarding a number of countries in which you operate under the caption “Regulatory, political, economic and social conditions” at page 6, please also include new or enhanced risk factor disclosure that identifies the particular risks attendant to your activities and substantial dependence on sales to China.  Also include more descriptive risks for other countries, as appropriate.  For example, if any of the following items constitute a material risk related to your operations in the various countries in which you do business, including China, please discuss in an appropriate risk factor:

2

·

Limitations on foreign ownership,

·

Enforcement of contractual arrangements with local entities,

·

Particular tax consequences,

·

Foreign exchange controls,

·

Regulatory uncertainties, and

·

Nationalization or expropriation of investments.

We have considered whether our disclosure of risks relating to the countries in which we operate adequately discloses material country-specific risks, and we have determined that it does.  We have also considered the items above and determined that none presents a risk that is material enough to warrant specific mention.

With regard to China, Vale has very limited operations in China, and we do not consider them to be material in light of our operations as a whole.  Vale’s operations in China are conducted principally through a minority interest in an iron ore pellet plant (as disclosed on page 27 of the 2009 Form 20-F), a subsidiary that operates a nickel refinery (as disclosed on page 34 of the 2009 Form 20-F) and minority interests in two coal companies (as disclosed on page 45 of the 2009 Form 20-F).  The primary risk attendant to Vale’s relationship with China arises from the substantial percentage of Vale’s sales to customers in China.  This risk is disclosed on page 5 of the 2009 Form 20-F under the caption “Adverse economic developments in China could have a negative impact on our revenues, cash flow and profitability.”

* * *

We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the 2009 Form 20-F; that comments of the Commission staff or changes to disclosure in response to such comments do not foreclose the Commission from taking any action with respect to the 2009 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.

3

If you have any questions or require any additional information with respect to the above, please do not hesitate to contact me at 55-21-3814-8820 or Nicolas Grabar of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2414.

 Sincerely,

     /s/ Guilherme Perboyre Cavalcanti

Guilherme Perboyre Cavalcanti

Chief Financial Officer

cc:           Nicolas Grabar

Cleary Gottlieb Steen & Hamilton LLP

Vale S.A. response dated October 11, 2010 to SEC comment letter dated September 28, 2010.

4

September 28, 2010

Roger Agnelli
Chief  Executive  Officer
Vale S.A.
Avenida Gra ça Aranha, No. 26
20030 -900 Rio d Janeiro, RJ
Brazil

Re: Vale S.A.
Form 20-F for the Fiscal Year Ended December 31, 2009
Filed April 29, 2010, as amended June 15, 2010
File No. 1-15030

Dear Mr. Agnelli :

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 amending your filing, b y
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

General

1. Revise the cover page of the Form 20 -F to provide all the required information , including
the name, telephone, e -mail and/or facsimile number and address of company contact
person.

2. Provide a description of Valepar’s principal business , and discuss the background of its
ownership and any other affiliation with Vale S.A.   See also Item 4.A of Form 20 -F.
Also expand the biographical sketches you provide in the Management section beginning
at page 115 to disclose the principal business conduc ted by the (other) current employers
of the listed directors.   Where members of management serve as directors of competitors
or potential competitors, ensure that you identify the principal business conducted by the
other listed entities as well.

Roger Agnelli
Vale S.A.
September 28, 2010
Page 2

 Risk Factors, page 5

3. Provide new risk factor disclosure, as appropriate, regarding any material litigation risks.
We note the disclosure you provide at pages 125-127 under the caption “Legal
Proceedings.”

4. We refer you to Item 3.D of Form 20 -F.  The instruct ion to that item cites as potential
risks  those  factors relating to the countries in which you operate.  Although you have
included some general risk discussion regarding a number of countries in which you
operate  under the caption “Regulatory, political, economic and social conditions” at page
6, please also include new or enhanced risk factor disclosure that identifies the particular
risks attendant to your activities and substantial dependence on sales to China.  Also
include more descriptive risks  for o ther countries  as appropriate.  For example, if any of
the following i tems  constitute a material risk related to  your operations in the various
countries in which you do business, including China , please discuss in an appropriate risk
factor :

• Limitations  on foreign ownership,

• Enforcement of contractual arrangements with local entities,

• Particular tax consequences,

• Foreign exchange controls,

• Regulatory uncertainties, and

• Nationalization or expropriation of investments .

Closing Comments

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 compa ny 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.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

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

Roger Agnelli
Vale S.A.
September 28, 2010
Page 3

 • 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.

Please contact  Parker Morrill  at (202) 551 -3696 or, in his absence, Timothy S. Levenberg
at (202) 551 -3707 or me at (202) 551 -3740  with any questions.

Sincerely,

H. Roger Schwall
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

   April 30, 2010
Via Mail and Facsimile (55 21) 3814-8820

Fabio de Oliveira Barbosa
Chief Financial Officer Vale SA (f/k/a Companhia Vale Do Rio Doce) Avenida Graca Aranha 20030-900 Rio de Janeiro, RJ Brazil
 Re: Vale SA
  Form 20-F for the Fiscal Year Ended December 31, 2008
  Filed April 28, 2009   File No. 1-15030   Response Letter Filed April 6, 2010
Dear Mr. Oliveira Barbosa:

We refer you to our comment letter dated March 23, 2010 regarding business
contacts with Iran and Cuba.  We have comp leted our review of this subject matter and
have no further comments at this time.
         S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Roger Schwall   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

    Unassociated Document

April 6, 2010

VIA EDGAR TRANSMISSION

Ms. Cecilia Blye

Chief, Office of Global Security Risk

Securities and Exchange Commission

Mail Stop 7010

Washington, D.C. 20549-7010

Re:

Vale S.A.

Form 20-F for the Fiscal Year Ended December 31, 2008

Filed April 28, 2009

File No. 1-15030

Dear Ms. Blye:

By letter dated March 23, 2010, you provided certain comments on the annual report on Form 20-F of Vale S.A. (“Vale” or “we”) for the year ended December 31, 2008 (the “2008 Form 20-F”).  This letter sets forth our responses to these comments.  For convenience, we have reproduced the comments below in italics and have provided responses immediately below each comment.

1.           We note reports in 2007 news articles that you were building a Sohar Complex in Oman that would export iron ore and pellets to Iran, and that you exported iron ore to Iran in previous years.  We also note a 2005 news article stating that you had done an assessment for nickel exploration in Cuba.  Iran and Cuba are identified by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  We note that your Form 20-F does not include disclosure regarding contacts with Iran or Cuba.  Please describe to us the nature and extent of your past, current, and anticipated contacts with the referenced countries, if any, whether through subsidiaries or other direct or indirect arrangements.  Your response should describe any services or products you have provided to those countries and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those governments.

As described in more detail below, we have limited commercial relationships with Iranian companies, and we do not currently have any direct or indirect commercial relationships with the Cuban government or Cuban companies.

Contacts with Iran

We do not have any dealings with the Iranian government, and we have limited commercial dealings with Iranian companies.  We currently have a single sales contract with an Iranian company, for the sale of iron ore.  Until 2008, we sold alumina to a German subsidiary of another Iranian company pursuant to a written agreement.  In 2008 and 2009 we sold nickel products on a spot basis to three Iranian companies, but we do not have formal agreements with any of them.  In the last three years, we have not sold any other products on a spot basis to Iranian customers.  In our preparation of this response, we determined from publicly available sources that the Iranian government might indirectly control some of the Iranian entities with which we have engaged in commercial transactions.

As disclosed in the 2008 Form 20-F, we are developing an iron ore pellet project in Oman, at the Sohar industrial complex, which is scheduled to begin operations in the second half of 2010.  We are currently evaluating the possibility of entering into an agreement with an Iranian company that could supply certain products to this project.  In addition, since May 2009, representatives of Vale have attended several meetings in Iran with Iranian companies in order to assess the local business environment and local opportunities in the mineral sector.

Contacts with Cuba

We do not currently have any direct or indirect commercial relationships with the Cuban government or Cuban companies.  Representatives of Vale have in past years met with Cuban mineral authorities to evaluate potential opportunities for nickel exploration and production in Cuba.

2.           Please discuss the materiality of any contacts with Iran or Cuba 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 quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years.  Also, address materiality in qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  As you may be aware, various state and municipal governments, universities, and other investors have proposed or adopted divestment of 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 directed toward companies that have operations associated with Iran and Cuba.

In both quantitative and qualitative terms, we believe our contacts with Iran and Cuba are not material and do not constitute an investment risk for our security holders.  Due to the routine nature and extremely limited extent of these contacts, we believe they are not qualitatively material to our reputation or our share value.

In each of the past three fiscal years, (i) our aggregate sales to Iranian customers have represented less than 1% of our total operating revenues and (ii) our sales of iron ore and nickel –

2

Vale S.A. response dated April 6, 2010 to SEC comment letter dated March 23, 2010.

our principal products – to Iranian customers have represented less than 1% of our operating revenues attributable to each of these products.  The following tables set forth our (i) operating revenues attributable to each of the products we sell to Iranian customers, (ii) sales to Iranian customers in dollar terms and (iii) sales to Iranian customers as a percentage of operating revenues, in each case for the last three fiscal years.

2009

Iron ore

Nickel

Alumina

Total

(US$ million, except percentages)

Operating revenues

12,831

3,260

1,188

23,939

Sales to Iranian customers

13

2

12

28

     % of operating revenues

0.11%

0.07%

1.05%

0.12%

2008

Iron ore

Nickel

Alumina

Total

(US$ million, except percentages)

Operating revenues

17,775

5,970

1,470

38,509

Sales to Iranian customers

83

9

8

100

     % of operating revenues

0.47%

0.15%

0.53%

0.26%

2007

Iron ore

Nickel

Alumina

Total

(US$ million, except percentages)

Operating revenues

11,907

10,043

1,102

33,115

Sales to Iranian customers

35

20

28

83

     % of operating revenues

0.30%

0.19%

2.56%

0.25%

* * *

We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the 2008 Form 20-F; that comments of the Commission staff or changes to disclosure in response to such comments do not foreclose the Commission from taking any action with respect to the 2008 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.

3

Vale S.A. response dated April 6, 2010 to SEC comment letter dated March 23, 2010.

If you have any questions or require any additional information with respect to the above, please do not hesitate to contact me at 55-21-3814-8820 or Nicolas Grabar of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2414.

Sincerely,

/s/ Fabio de Oliveira Barbosa

                                                                                                                Fabio de Oliveira Barbosa

Chief Financial Officer

cc:           Roger Schwall

Assistant Director, Division of Corporate Finance

Securities and Exchange Commission

Nicolas Grabar

Cleary Gottlieb Steen & Hamilton LLP

4

Vale S.A. response dated April 6, 2010 to SEC comment letter dated March 23, 2010.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

   March 23, 2010
Via Mail and Facsimile (55 21) 3814-8820

Fabio de Oliveira Barbosa
Chief Financial Officer Vale SA (f/k/a Companhia Vale Do Rio Doce) Avenida Graca Aranha 20030-900 Rio de Janeiro, RJ Brazil
 Re: Vale SA
  Form 20-F for the Fiscal Year Ended December 31, 2008
  Filed April 28, 2009   File No. 1-15030
Dear Mr. Oliveira Barbosa:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor of terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we ma y raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note reports in 2007 news articles th at you were building a Sohar Complex in
Oman that would export iron ore and pellets  to Iran, and that you exported iron ore
to Iran in previous years. We also not e a 2005 news article st ating that you had
done an assessment for nickel exploration in Cuba. Iran and Cuba are identified by
the State Department as state sponsors of terrorism, and are subject to U.S.
economic sanctions and export controls. We note that your Form 20-F does not
include disclosure regarding contacts with Iran or Cuba. Please describe to us the

Fabio de Oliveira Barbosa
Vale SA
March 23, 2010 Page 2
nature and extent of your past , current, and anticipated c ontacts with the referenced
countries, if any, whether through subsidia ries or other dire ct or indirect
arrangements.  Your response should descri be any services or products you have
provided to those countries and any agr eements, commercial arrangements, or
other contacts you have had with the gove rnments of those co untries or entities
controlled by those governments.
2. Please discuss the materiality of any cont acts with Iran or Cuba 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 quantitative terms, including the approxi mate dollar amounts of any associated
revenues, assets, and liabilities for the la st three fiscal year s.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a company’s reput ation and share value.  As you may be
aware, various state and municipal govern ments, universities, and other investors
have proposed or adopted divestment or si milar initiatives regarding investment in
companies that do business with U.S.-designated state sponsors of  terrorism.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed to ward companies that have operations
associated with Iran or Cuba.

* * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

Fabio de Oliveira Barbosa
Vale SA March 23, 2010 Page 3
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen t or our review.  You may also contact
me at (202) 551-3470.          S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Roger Schwall   Assistant Director  Division of Cor poration Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

October 15, 2009

By Facsimile and U.S. Mail

Mr. Fabio de Oliveira Barbosa Chief Financial Officer Companhia Vale do Rio Doce Avenida Graca Aranha, No. 26 20030-900-Rio de Janeiro, RJ, Brazil
 Re: Companhia Vale do Rio Doce
  Form 20-F for the Fiscal Year Ended December 31, 2008
Filed April 28, 2009 Response Letter Dated August 21, 2009
  File No. 001-15030

Dear Mr. Barbosa:
We have completed our review of your Form 20-F and related filings and have no
further comments at this time.          S i n c e r e l y ,            Mark C. Shannon        B r a n c h  C h i e f

CORRESP
1
filename1.htm

August 21, 2009

VIA FACSIMILE AND EDGAR TRANSMISSION

Mark C. Shannon

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

            Re:

            Vale S.A
 Form 20-F for the Fiscal Year Ended December 31, 2008

            Filed April 28, 2009

            File No. 001-15030

Response to Staff Comment Letter dated August 10, 2009

Dear Ms. Davis:

By letter dated August 10, 2009, the staff of the Securities and Exchange Commission (the “Staff”) provided certain comments on the annual report on Form 20-F filed on April 28, 2009 (the “2008 Form 20-F”) by Vale S.A.  (“Vale”).  This letter provides Vale’s 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 2008 Form 20-F.

Form 20-F for the Fiscal Year Ended 2008

Results of Operations – 2008 Compared to 2007, page 91

Income Taxes, page 97

            1.

            We note your disclosure specifying several factors as to why your effective tax rate on pre-tax income for the year ended December 31, 2008 is 4%. Please tell us and disclose if you expect the trend of an effective tax rate that is substantially lower than the statutory rate to continue. In addition, please specify which of the non-Brazilian subsidiaries have a materially different rate than your 34% statutory rate.

We do not expect the trend of an effective tax rate that is substantially lower than the statutory rate for 2008 to continue.

Although historically our effective tax rate has been lower than the Brazilian statutory rate, the tax effects recognized in 2008, which resulted in a significantly lower effective tax rate, were mainly generated by the 31.9% appreciation of the U.S. dollar against the Brazilian real during the year (22% of which occurred during the fourth quarter). That significant exchange variation

            1

directly impacted the exchange gains and losses recognized on transactions between the parent company and certain of its subsidiaries.

Although those gains and losses are eliminated from reported consolidated amounts in the consolidation and currency re-measurement process, they are not eliminated for tax purposes since in Brazil there is currently no consolidated income tax regime.  Rather, income taxes are determined at the level of each legal entity. As a result, the significant exchange losses eliminated from our consolidated financial statements were still deductible for tax purposes in Brazil, favorably affecting our effective income tax rate.

The exchange variations that affect recognized/eliminated gains and losses on intercompany transactions depend on macroeconomic factors, including the economic and exchange rate policies of each country where we have subsidiaries with which we enter into significant transactions in a foreign currency.  We are not able to reasonably predict changes in the prices of the currencies in which we conduct operations, and therefore we cannot estimate the tax impact of such changes on our consolidated financial statements.  For illustrative purposes, the reported effective income tax rate in our condensed consolidated financial information for the six months ended June 30, 2009, filed in a report on Form 6-K, was 49.7%, mainly driven by the 16.5% depreciation of the U.S. dollar against the Brazilian real during this period.

Vale International S.A. is our main non-Brazilian subsidiary with a materially different tax rate than Vale’s statutory rate.

Financial Statements

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

(d) Inventories, page F-9

            2.

            We note your disclosure that indicates you account for stockpiled inventories as “processed” when they are removed from the mine. Please clarify if your policy further attributes additional conversion costs and depreciation to these stockpiled inventories as they are converted into finished goods.

We confirm that we attribute all additional conversion costs and depreciation to stockpiled inventories until they are ready to be sold as finished goods.  We will expand our accounting policy in our 2009 Form 20-F to read as follows:

“Inventory is recorded at the average cost of purchase or production, reduced to market value (net realizable value less a reasonable margin) when lower. Stockpiled inventories are accounted for as processed when they are removed from the mine. The cost of finished goods comprises depreciation and all direct costs necessary to convert stockpiled inventories into finished goods.

We classify proven and probable reserve quantities attributable to stockpiled inventories as inventories. These reserve quantities are not included in the total proven and probable reserve quantities used in the units of production, depreciation, depletion and amortization calculations.

            2

We periodically assess our inventories to identify obsolete or slow-moving inventories, and if needed we recognize definitive allowance for them.”

Note 6. Income Taxes, page F-14

            3.

            Please clarify how you account for the potential tax impact associated with your undistributed earnings of foreign subsidiaries. Refer to APB 23.

We analyze the potential tax impact associated with undistributed earnings by each of our subsidiaries. For those subsidiaries in which the undistributed earnings would be taxable when remitted to the parent company, but we meet the criteria in paragraph 12 of APB 23, no deferred tax is recognized.

Note 12. Investments in Affiliated Companies and Joint Ventures, page F-19

            4.

            With respect to each of your investments included in this tabular disclosure, please tell us if they are accounted for in accordance with APB 18, SFAS 115, SFAS 159 or some other pronouncement. In doing so, please tell us how you concluded that the related accounting treatment and classification on your financial statements was appropriate.

We account for investments in affiliated companies and in joint ventures at the equity method in accordance with APB 18.  When available, we evaluate the carrying value of our equity accounted investments in relation to publicly quoted market prices. If the quoted market prices are below book value, and such declines are considered to be other than temporary, we write-down our equity investments to quoted market values.

Investments in equity securities classified as “available-for-sale” are recorded pursuant to SFAS 115 “Accounting for Certain Investments in Debt and Equity Securities”. Accordingly, we classify unrealized holding gains and losses, net of taxes, as a separate component of stockholders’ equity until realized or impaired.

We have not adopted the fair value option under SFAS 159.

Note 13. Impairment of goodwill, page F-20

            5.

            We note your disclosure that indicates in the case of Vale Inco goodwill has been allocated by you to the “finished products” and “intermediate products” reporting units. Please explain to us the nature of these reporting units. In addition, please clarify if your allocation of goodwill related to this acquisition included goodwill attributed to mine reporting units.

Vale Inco, at the consolidated level, is considered to be one operating segment (following the guidance provided in paragraph 10 of SFAS 131), included under the reportable segment “Non-Ferrous” (together with other nickel, potash, kaolin and copper operations).

            3

In accordance with paragraphs 18 and 30 of SFAS 142, we test goodwill for impairment at reporting unit levels, defined as an operating segment or one level below an operating segment (referred to as a component).  The two reporting units within Vale Inco, at which level the goodwill acquired with that subsidiary is tested for impairment, are the finished products component and the intermediate products component, each of which meets all of the following conditions:

            •

            discrete financial information is available with respect to the reporting unit,

            •

            such available financial information is regularly reviewed, and

            •

            the reporting unit constitutes a business.

The finished products component represents mining and processing operations in Canada and refining operations in some other countries.  The intermediate products component represents mining and processing operations in Indonesia, where nickel-in-mate, an intermediate product, is produced and sold.

These components include the mines directly related to and used in the above described operations. For this particular case, the individual mines do not meet the criteria to be regarded as reporting units, in accordance with SFAS 142 and SFAS 131.

Note 22. Fair Value Disclosure of Financial Assets and Liabilities, page F-35

            6.

            We note your disclosure on page F-35, which specifies that you hold $2,408 million of available-for-sale securities as of December 31, 2008. Please clarify if this disclosure references the $2,308 million of short-term investments disclosed on the face of your balance sheet as of December 31, 2008. If the disclosure on page F-35 is meant to reference the $2,408 million of investments in affiliated companies, joint ventures and other investments reflected on the face of your balance sheet as of December 31, 2008, please clarify why you have characterized all of your investments in affiliated companies, joint ventures and other investments as available-for-sale securities. Finally, please provide the disclosure requirements of paragraphs 19-22 of SFAS 115 for all of your short-term investments as well as your
available-for-sale securities including those disclosed in Note 12.

We confirm that the disclosure on page F-35 should refer to the equity securities classified as available-for-sale in accordance with SFAS 115, which, as indicated in Note 12, represent only part of our investments in affiliated companies and joint ventures.  However, the amount disclosed in Note 22 incorrectly reflected investments accounted for under the equity method.  We do not classify all of our investments in Note 12 as available-for-sale.

As described in Note 3(b), our short-term investments have the same nature as our cash equivalents but with original maturities of more than 90 days. These investments are comprised of time deposits and do not include any equity securities.

The tabular disclosure in Note 22 should have read as follows:

            4

Fair value measurements

 Carrying amount

Quoted prices in active markets for identical assets or liabilities,
 (Level 1)

 Significant other observable inputs (Level 2)

 Significant unobservable inputs
 (Level 3)

            Available-for-sale securities

            639

            196

            443

            -

            Unrealized losses on derivatives

             (539)

            -

             (539)

            -

            Other financial liabilities

             (380)

            -

             (380)

-

*    *    *     *     *

Vale hereby acknowledges that Vale is responsible for the adequacy and accuracy of the disclosure in its filing; that 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 that Vale 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.

If you have any questions or require any additional information with respect to the above, please do not hesitate to contact Nicolas Grabar at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2000.

Sincerely,

/s/ Fabio de Oliveira Barbosa

Fabio de Oliveira Barbosa

Chief Financial Officer

      cc:
      John Cannarella, Division of Corporation Finance

            Kevin Stertzel, Division of Corporate Finance

Securities and Exchange Commission

Nicolas Grabar

Cleary Gottlieb Steen & Hamilton LLP

            5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

August 10, 2009

By Facsimile and U.S. Mail

Mr. Fabio de Oliveira Barbosa Chief Financial Officer Companhia Vale do Rio Doce Avenida Graca Aranha, No. 26 20030-900-Rio de Janeiro, RJ, Brazil
 Re: Companhia Vale do Rio Doce
  Form 20-F for the Fiscal Year Ended December 31, 2008
Filed April 28, 2009
  File No. 001-15030

Dear Mr. Barbosa:
We have reviewed your Form 20-F for the fiscal year ended December 31, 2008
and have the following comments.
We have limited our review to only your financial
statements and related disclosures and do not intend to expand our review to other portions of
your document. Please provide a written response to our comments. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2008

Results of Operations-2008 Compared to 2007, page 91

Income Taxes, page 97

1. We note your disclosure specifying several factors as to why your effective tax rate on pre-tax income for the year ended December 31, 2008 is 4%.  Please tell us and disclose if you expect the trend of an effective tax rate that is substantially lower than the statutory rate to continue. In addition, please specify which of the

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce
August 10, 2009 Page 2

non-Brazilian subsidiaries have a materially different rate than your 34% statutory rate.

Financial Statements

Note 3. Summary of significant accounting policies, page F-9

(d) – Inventories, page F-9
 2. We note your disclosure that indicates you account for stockpiled inventories as “processed” when they are removed from the mine.  Please clarify if your policy further attributes additional conversion costs and depreciation to these stockpiled inventories as they are converted into finished goods.
 Note 6. Income Taxes, page F-14

 3. Please clarify how you account for the potential tax impact associated with your undistributed earnings of foreign subsidiaries.  Refer to APB 23.
 Note 12. Investments in Affiliated Companies and Joint Ventures, page F-19

 4. With respect to each of your investments included in this tabular disclosure, please tell us if they are accounted for in accordance with APB 18, SFAS 115, SFAS 159 or some other pronouncement.  In doing so, please tell us how you concluded that the related accounting treatment and classification on your financial statements was appropriate.

Note 13. Impairment of goodwill, page F-20

5. We note your disclosure that indicates in the case of Vale Inco goodwill has been allocated by you to the “finished products” and “intermediate products” reporting units.  Please explain to us the nature of these reporting units.  In addition, please clarify if your allocation of goodwill rela ted to this acquisition included goodwill
attributed to mine reporting units.
 Note 22. Fair Value Disclosure of Financial Assets and Liabilities, page F-35

 6. We note your disclosure on page F-35, which specifies that you hold $2,408 million of available-for-sale securities as of December 31, 2008.  Please clarify if this disclosure references the $2,308 million of short-term investments disclosed on the face of your balance sheet as of December 31, 2008.  If the disclosure on page F-35 is meant to reference the  $2,408 million of investments in affiliated companies, joint ventures and other investments reflected on the face of your

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce
August 10, 2009 Page 3

balance sheet as of December 31, 2008, please clarify why you have characterized all of your investments in affiliated companies, joint ventures and other investments as available-for-sale securities.  Finally, please provide the disclosure requirements of paragraphs 19-22 of SFAS 115 for all of your short-term investments as well as your available-for-sale securities including those disclosed in Note 12.
 Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce August 10, 2009 Page 4

 You may contact John Cannarella at (202) 551-3337 or Kevin Stertzel at (202) 551-3723 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3299 with any other questions.          S i n c e r e l y ,            Mark C. Shannon        B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

 February 2, 2009

By Facsimile and U.S. Mail

Mr. Fabio de Oliveira Barbosa
Chief Financial Officer  Companhia Vale do Rio Doce Avenida Graca Aranha, No. 26 20030-900-Rio de Janeiro, RJ, Brazil

 Re: Companhia Vale do Rio Doce   Form 20-F for the Fiscal Year Ended December 31, 2007
Filed May 13, 2008 Response Letter Dated December 16, 2008
  File No. 001-15030

Dear Mr. Barbosa:
We have completed our review of your Form 20-F and related filings and have no
further comments at this time.
          S i n c e r e l y ,             Jill Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

December 16, 2008

VIA FACSIMILE AND EDGAR TRANSMISSION

Jill Davis

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

            Re:

            Companhia Vale Do Rio Doce
 Form 20-F for the Fiscal Year Ended December 31, 2007

            Filed May 13, 2008

            File No. 001-15030

Response to Staff Comment Letter dated December 3, 2008

Dear Ms. Davis:

By letter dated December 3, 2008, the staff of the Securities and Exchange Commission (the “Staff”) provided certain comments on the annual report on Form 20-F filed on May 13, 2008 (the “2007 Form 20-F”) by Companhia Vale do Rio Doce (“Vale”).  This letter provides Vale’s 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 2007 Form 20-F.

Form 20-F for the Fiscal Year Ended 2007

Note 3. Summary of Significant Accounting Policies, page F-10

(c) Inventories, page F-10

            1.

            Please clarify if you record inventory at the lower of cost or market (replacement cost).  In doing so, please specify your accounting treatment when replacement cost exceeds the net realizable value of your inventory and when replacement cost is less than the net realizable value reduced by an allowance for a normal profit margin.  In addition, please tell us if there are instances where you record allowances for slow moving or obsolete inventories in one period and reverse them in another.

Inventory is recorded at the average cost of purchase or production, and reduced to market value when lower. Market is considered as net realizable value less a reasonable margin, and it has historically always been greater than replacement cost, which is the current production cost, due to the nature of our inventories. We confirm that there have been no instances in which allowances for slow moving or obsolete inventories were recorded in one period and reversed in a subsequent period.

            1

(p) Removal of waste materials to access mineral deposits, page F-12

            2.

            We note your disclosure that indicates post-production stripping costs are recorded as costs of production when incurred.  Please refer to EITF 04-6 and clarify your accounting policy to address your accounting for post-production stripping to the extent related inventories exist.

The post-production stripping costs incurred are included within the cost of the inventory produced (extracted) at each mine individually.

In our 2008 Form 20-F, we will revise our accounting policy to clarify it as follows in accordance with EITF-04-6 paragraph 6: “Post-production stripping costs are included in the costs of the inventory produced (that is, extracted) during the period that the stripping costs are incurred.”

Note 6. Major Acquisitions and Disposals, page F-14

            3.

            We note that in October 2007, you were awarded a 30-year sub-concession for commercial exploitation of the North-South Railroad.  Please clarify how you account for the related expenditures and specify the amortization period.

The 30-year sub-concession contract for commercial exploitation of the North-South railroad (FNS – Ferrovia Norte Sul) was accounted for in full (paid and unpaid amounts) as an intangible asset (in our consolidated balance sheet - line item “Property, plant and equipment, net, and intangible assets”), representing the rights to use or exploit the railroad and to charge the users of the public service. A liability of US$420 million representing the unpaid portion as of December 31, 2007, was registered as “Sub-concession” in our balance sheet,  split between  current liability (US$210 million) and non-current (US$210 million).

We currently do not foresee any material variation in the pattern in which the asset’s future economic benefits are expected to be realized over the concession term and therefore we will amortize this asset at the straight-line method during the period of the concession (30 years).

            4.

            We note that in June 2007, you sold through a primary and secondary public offering, 25,213,664 common shares, representing 57.84% of the total capital of Log-In Logística Intermodal S.A. for US$179, recording a gain of US$155.  In conjunction with the June 2007 offering, please tell us if there were shares sold/issued by the investee, Log-In Logística Intermodal S.A., in addition to the 25,213,664 common shares sold by you.  If additional shares were sold by the investee at the time of the offering or in subsequent periods, please tell us how you accounted for the difference between the selling price of such shares and your carrying cost.  Refer to SAB 5H.

We confirm that 31,111,110 shares were issued directly by the investee Log-In Logística Intermodal S.A.(Log-In) in addition to the 25,213,664 common shares sold by us. The gain recognized on the primary sale of shares of that investee, determined as the difference between the selling price of such shares and the carrying amount of our investment in that entity, was

            2

recorded directly in our consolidated income statement in the amount of US$62 million, consistently with SAB 5H.

Note 12. Property, Plant and Equipment and Intangible Assets, page F-20

            5.

            Please tell us the types and amounts of intangible assets you have recorded and indicate the manner in which they were acquired.  In addition, please indicate whether such intangibles are definite or indefinite lived.  If applicable, please specify the amortization period.

            The table below shows our main intangible assets by type.

            Intangible Assets

            Net carrying
 amount as of December 31, 2007
  in US$ million

            Characteristics –
 Amortization period

            Acquisition

            Rights granted by the government - North-South Railroad

            837

            Definite useful life- Concession purchased through an auction – 30 years

            Directly acquired

            Off take-agreements

            219

      Definite useful life – 14 to 40 years

            Business combination

            Patented production process

       57

      Definite useful life  – 20 to 30 years

            Business combination

            Total

      1,113

            3

Vale hereby acknowledges that Vale is responsible for the adequacy and accuracy of the disclosure in the filing; that 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 that Vale 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.

If you have any questions or require any additional information with respect to the above, please do not hesitate to contact Nicolas Grabar at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2000.

Sincerely,

/s/ Fabio de Oliveira Barbosa

 Fabio de Oliveira Barbosa

Chief Financial Officer

            cc:

            John Cannarella, Division of Corporation Finance

            Kevin Stertzel, Division of Corporate Finance

Securities and Exchange Commission

Nicolas Grabar

Cleary Gottlieb Steen & Hamilton LLP

            4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

 December 8, 2008
 By Facsimile and U.S. Mail

Mr. Roger Agnelli Chief Executive Officer Companhia Vale do Rio Doce Avenida Graca Aranha, No. 26 20030-900-Rio de Janeiro, RJ, Brazil

 Re: Companhia Vale do Rio Doce   Form 20-F for the Fiscal Year Ended December 31, 2007
Filed May 13, 2008
  File No. 001-15030

Dear Mr. Agnelli:
We have reviewed your Form 20-F for the fiscal year ended December 31, 2007
and have the following comments.  We have limited our review of your filing to those issues we have addressed in our comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 20-F Filed May 13, 2008

Note 3. Summary of Significant Accounting Policies, page F-10

(c) Inventories, page F-10

1. Please clarify if you record inventory at the lower of cost or market (replacement cost).  In doing so, please specify your accounting treatment when replacement cost exceeds the net realizable value of your inventory and when replacement cost

Mr. Roger Agnelli
Companhia Vale do Rio Doce
December 8, 2008 Page 2

is less than the net realizable value reduced by an allowance for a normal profit margin.  In addition, please tell us if there are instances where you record allowances for slow moving or obsolete inventories in one period and reverse them in another.
 (p) Removal of waste materials to access mineral deposits, page F-12

 2. We note your disclosure that indicates post-production stripping costs are recorded as costs of production when incurred.  Please refer to EITF 04-6 and clarify your accounting policy to address your accounting for post-production stripping to the extent related inventories exist.
 Note 6. Major Acquisitions and Disposals, page F-14

 3. We note that in October 2007, your were awarded a 30-year sub-concession for commercial exploitation of the North-South Railroad.  Please clarify how you account for the related expenditures and specify the amortization period.
 4. We note that in June 2007, you sold through a primary and secondary public offering, 25,213,664 common shares, representing 57.84% of the total capital of Log-In Logística Intermodal S.A. for US$179, recording a gain of US$155.  In conjunction with the June 2007 offering, please tell us if there were shares sold/issued by the investee, Log-In Logística Intermodal S.A, in addition to the 25,213,664 common shares sold by you.  If additional shares were sold by the investee at the time of the offering or in subsequent periods, please tell us how you accounted for the difference between the selling price of such shares and your carrying cost.  Refer to SAB 5H.

Note 12. Property, Plant and Equipment and Intangible Assets, page F-20

5. Please tell us the types and amounts of intangible assets you have recorded and indicate the manner in which they were acquired.  In addition, please indicate whether such intangibles are definite or indefinite lived.  If applicable, specify the amortization period.

Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Roger Agnelli
Companhia Vale do Rio Doce December 8, 2008 Page 3

 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.    You may contact John Cannarella at (202) 551-3337 or Kevin Stertzel at (202) 551-3723 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.           S i n c e r e l y ,             Jill Davis         B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
January 11, 2008

Via U.S. mail and facsimile

Mr. Roger Agnelli
Chief Executive Officer Companhia Vale Do Rio Doce Avenida Graça Aranha, No. 26 20030-900 Rio de Janeiro, RJ,  Brazil
 Re: Companhia Vale Do Rio Doce
  Form 20-F for the Fiscal Year Ended December 31, 2006
Filed May 16, 2007
  File No. 001-15030

 Dear Mr. Agnelli:     We have completed our review of your Form 20-F and related filings and have no
further comments at this time.           S i n c e r e l y ,            Anne Nguyen Parker
Branch Chief

cc:  K. Schuler
       J. Madison         Via facsimile:          Ivy Hernandez        (212) 225-3999

CORRESP
1
filename1.htm

            Companhia

Vale do Rio Doce

November 26, 2007

            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. 20549-7010

            Re:

            Companhia Vale Do Rio Doce

  Form 20-F for the Fiscal Year Ended December 31, 2006|

  Filed May 16, 2007

  File No. 001-15030

      Response to Staff Comment Letter dated October 31, 2007

Dear Mr. Schwall:

By letter dated October 30, 2007, the staff of the Securities and Exchange Commission (the “Staff”) provided certain comments on the annual report on Form 20-F filed on May 16, 2007 (the “2006 Form 20-F”) by Companhia Vale do Rio Doce (“CVRD”). This letter provides CVRD’s 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 2006 Form 20-F.

Form 20-F for the Fiscal Year Ended 2006

Exhibits

      1.

      It appears that certain required exhibits are missing. As examples only:

            •

            You state that Arcelor Mittal accounted for 17.9% of your shipments of iron ore and pellets in 2006.  Please tell us whether you have a written agreement with Arcelor Mittal and file this agreement as appropriate.

            •

            Please file the agreement relating to your October 2006 acquisition of a majority stake in Inco.

            •

      Please file the Valepar shareholders’ agreement that, among other things, allocates CVRD’s board seats, commits the Valepar shareholders to support a dividend policy by CVRD of 50% distribution of your net profit for each fiscal year, and requires the Valepar shareholders to cause their representatives on CVRD’s board to vote only in accordance with decisions made at Valepar pre-meetings.

1/5

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            1

        Companhia

        Vale do Rio Doce

If any exhibit has been previously filed, you can incorporate it by reference by noting that fact in the exhibit index.

We do not believe any exhibits have been omitted that are required to be filed. With respect to the specific matters mentioned in the comment:

      •

      CVRD and its affiliates sell iron ore and pellets to Arcelor Mittal and its affiliates pursuant to more than 15 separate supply agreements, each of which is of a type that ordinarily accompanies the kind of business CVRD conducts. Pursuant to Instruction 4(b) to Item 19 of Form 20-F, such agreements are not required to be filed unless they fall into the categories enumerated in that Instruction.

    The agreements between CVRD and Arcelor Mittal do not fall within any of the enumerated categories in Instruction 4(b). In particular, these agreements do not constitute, individually or in the aggregate, contracts to sell “the major part” of CVRD’s products, so CVRD’s business is not “substantially dependent” on them within the meaning of Instruction 4(b)(ii) to Item 19 of Form 20-F.

      •

      There was no acquisition agreement relating to CVRD’s October 2006 acquisition of a majority stake in Inco. CVRD acquired Inco by means of a tender offer, and did not enter into a contract with Inco.

      •

      The shareholders of Valepar filed the shareholders' agreement as an exhibit to a Schedule 13D on September 11, 2003. CVRD is not a party to the Valepar shareholders' agreement and is not, therefore, subject to Instruction 4(a) to Item 19 of Form 20-F. Instruction 4(a) provides that material agreements should be filed “only ... if you or your subsidiary is a party ...” Moreover, the Valepar shareholders' agreement is not a “voting trust agreement” within the meaning of Instruction 3 to Item 19 of Form 20-F.

2/5

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

      2

        Companhia

        Vale do Rio Doce

Engineering Comments

General

      1.

      Please disclose the commodity prices used to estimate all your reserves.

Set forth below are the three-year historical average prices for the minerals listed. In preparing the reserve data included in its 2006 Form 20-F, CVRD used price assumptions that were equal to or less than these prices.

      •

      Iron ore – SSF to Asia: US$0.5778 per Fe unit1

      •

      Iron ore – CJF to Asia: US$0.6008 per Fe unit1

      •

      Nickel – LME2 spot: US$17,614 per metric ton

      •

      Copper – LME2 spot: US$4,423 per metric ton

    •
    Bauxite – realized sales prices: US$28.95 per metric ton

      •

      Platinum – NYMEX3: US$961.90 per ounce

      •

      Palladium – Metal Bulletin: US$250.40 per ounce

      •

      Cobalt – Metal Bulletin: US$18.70 per pound

    •
    Manganese – CRU: US$95.50 per metric ton

      •

      Kaolin – realized sales prices: US$148.72 per metric ton

      •

      Potash – realized sales prices: US$208.51 per metric ton

_____________

1 Reference prices

2 London Metal Exchange

3 New York Metal Exchange

In future filings on Form 20-F, CVRD will provide similar information concerning the three-year historical average prices for these minerals, together with an explanation of how the commodity price assumptions used in estimating reserves relate to those three-year averages.

Coal, page 52

      2.

      Please disclose the BTU or the metric heat equivalent content of your coal reserves. In addition please disclose the historic coal price for your primary coal market area for the last five years and display it within your filing as a chart or a graph.

3/5

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            3

        Companhia

        Vale do Rio Doce

Although CVRD is developing several coal projects and has a minority interest in two small coal and coke producers that are accounted for under the equity method, none of CVRD’s consolidated subsidiaries at December 31, 2006 produced coal in fiscal year 2006.

In April 2007, CVRD concluded the acquisition of 100% of the coal producer AMCI Holdings Australia Pty – AMCI HA (renamed CVRD Australia) for US$656 million. Accordingly, in its future filings on Form 20-F, CVRD will disclose coal reserve information, including the BTU or metric heat equivalent content as well as historical coal prices.

Bauxite, page 54

      3.

      Please review the reconciliation for your bauxite production as compared to your bauxite reserves. It appears that the MRN reconciliation only addressed the Almeidas mine and not the other mines/operations. Please include the recent mine production in your reconciliation discussion and table.

As noted in the Staff's comment, the reconciliation discussion on page 54 of the 2006 Form 20-F inadvertently recited the reserve figures for the Almeidas mine only rather than the reserve figures for MRN as a whole. As shown in the table on page 54, MRN’s total bauxite reserves decreased from 88.9 to 73.6 million tons in 2006, primarily reflecting mining depletion. CVRD will include disclosure related to overall bauxite production in its reconciliation in future filings. Disclosure of MRN's overall bauxite production is given in the first paragraph of the section on bauxite on page 54. In future filings, CVRD will continue to include information concerning mine production in its reconciliation discussion, and it will also include this information in the table.

We expect the table to be presented in substantially the following format in future filings:

      Production for the year ended December 31, (1)

        Proven and probable reserves  as of December 31, (2)

            Type

        2005

        2006

        Projected exhaustion date

        2004

        2005

      2006

            Ore tonnage

            Grade

            Ore tonnage

            Grade

      MRN

      (thousand metric tons)

      (million metric tons)

      (% Al203)

      (million metric tons)

      (% Al203)

      Almeidas

      2009

      8.8

      9.4

      8.4

      Open pit

      11.7

      51.2

      6.7

      50.7

      Aviso

      2012

      11.5

      12.5

      12.0

      Open pit

      48.2

      51.1

      40.2

      51.1

      Bacaba

      2011

      --

      --

      --

      Open pit

        6.2

      53.1

      6.2

      53.1

      Saracá V

      2010

      3.7

      2.6

      1.6

      Open pit

        5.7

      47.2

      4.8

      48.1

      Saracá W

      2015

        --

        --

        3.2

      Open pit

        17.1

        50.3

        15.7

        49.3

      Total

        24.0

        24.5

        25.2

        88.9

        50.8 (3)

        73.6

        50.7

      (1)

      Production figures are in wet, run-of-mine (ROM). Average product recovery after beneficiation was 73%.

      (2)

      CVRD’s ownership of MRN’s bauxite reserves is 40%.

      (3)

      Expressed as dry product metric tons. Recovery of dry product from dry ROM bauxite ranges from 69-82%, depending on the deposit, with a weighted average of 74%.

* * * * *

4/5

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            4

        Companhia

        Vale do Rio Doce

 CVRD hereby acknowledges that CVRD is responsible for the adequacy and accuracy of the disclosure in the filing; that 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 that CVRD 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.

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.

Sincerely,

/s/ Marcus Vinícius Dias Severini

Marcus Vinícius Dias Severini

Chief Officer of Accounting and Control

      cc:

      John Madison, Attorney, Division of Corporation Finance

      Anne Nguyen Parker, Legal Branch Chief

    George Schuler, Mining Engineer

Securities and Exchange Commission

    Nicolas Grabar

    Mark A. Adams

Cleary Gottlieb Steen & Hamilton LLP

5/5

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
October 30, 2007

Via U.S. mail and facsimile

Mr. Roger Agnelli
Chief Executive Officer Companhia Vale Do Rio Doce Avenida Graça Aranha, No. 26 20030-900 Rio de Janeiro, RJ,  Brazil
 Re: Companhia Vale Do Rio Doce
  Form 20-F for the Fiscal Year Ended December 31, 2006
Filed May 16, 2007
  File No. 001-15030

 Dear Mr. Agnelli:
We have reviewed your Form 20-F for the Fiscal Year Ended December 31, 2006
and have the following comments. Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.      Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Roger Agnelli
Companhia Vale Do Rio Doce
October 30, 2007 Page 2

Form 20-F for the Fiscal Year Ended 2006
 Exhibits

 1. It appears that certain required exhibits are missing.  As examples only:
• You state that Arcelor Mittal accounted for 17.9% of your shipments of iron
ore and pellets in 2006.  Please tell us whether you have a written agreement with Arcelor Mittal and file this agreement as appropriate.
• Please file the agreement relating to your October 2006 acquisition of a majority stake in Inco.
• Please file the Valepar shareholders’ agreement that, among other things, allocates CVRD’s board seats, commits the Valepar shareholders to support a dividend policy by CVRD of 50% distribution of your net profit for each fiscal year, and requires the Valepar shareholders to cause their representatives on CVRD’s board to vote only in accordance with decisions made at Valepar pre-meetings.
If any exhibit has been previously filed, you can incorporate it by reference by noting that fact in the exhibit index.
 Engineering Comments

General

1. Please disclose the commodity prices used to estimate all your reserves.
 Coal, page 52

 2. Please disclose the BTU or the metric heat equivalent content of your coal reserves.  In addition please disclose the historic coal price for your primary coal market area for the last five years and display it within your filing as a chart or a graph.
 Bauxite, page 54

 3. Please review the reconciliation for your bauxite production as compared to your bauxite reserves.  It appears that the MRN reconciliation only addressed the Almeidas mine and not the other mines/operations.  Please include the recent mine production in your reconciliation discussion and table.

Roger Agnelli
Companhia Vale Do Rio Doce
October 30, 2007 Page 3

  Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Roger Agnelli
Companhia Vale Do Rio Doce October 30, 2007 Page 4

You may contact George Schuler at (202) 551-3718 with any engineering
questions.  Please contact John Madison at (202) 551-3296 or Anne Nguyen Parker,
Legal Branch Chief, at (202) 551-3611 with any other questions.         S i n c e r e l y ,             H .  R o g e r  S c h w a l l          A s s i s t a n t  D i r e c t o r   cc:  A. Nguyen Parker  G. Schuler
J. Madison

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        March  21, 2007

Mr. Fabio de Oliveira Barbosa
Chief Financial Officer
Companhia Vale do Rio Doce
Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil

 Re: Companhia Vale do Rio Doce
  Form 20-F for Fiscal Year Ended December 31, 2005
Filed May 25, 2006
File No. 001-15030

Dear Mr. Barbosa:

We have completed our review of your Form 20-F and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

            Companhia

Vale do Rio Doce

March 5, 2007

VIA FACSIMILE AND EDGAR TRANSMISSION

Jill S. Davis

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7010

            Re:

            Companhia Vale Do Rio Doce

              Form 20-F for Fiscal Year Ended December 31, 2005

            File No. 001-15030

Response to Staff Comment Letter dated February 16, 2007

Dear Ms. Davis:

By letter dated February 16, 2007, the staff of the Securities and Exchange Commission (the “Staff”) provided certain comments to a response letter from Companhia Vale do Rio Doce (“CVRD”) and Vale Overseas, Ltd. (“Vale Overseas” and, together with CVRD, the “Companies”) dated January 26, 2007.  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.

Form 20-F for the Fiscal Year Ended December 31, 2005

Note 2. Basis of consolidation, page F-8

            1.

            We are considering your response to prior comment number six.  Please address the following additional items so that we may better understand your response and the methodology you are using to account for your investments in hydroelectric power projects.

Under Brazilian legislation governing the power industry, each generation facility operates under a concession granted by the regulatory agency ANEEL.  A new concession is ordinarily awarded in a competitive bidding process.  Although a bidder can bid alone, individual participants often decide to bid as a group.  Many groups structure their investment as a consortium (described below), which is acceptable to ANEEL.  Each of the nine power generation projects listed in note 12(c) is structured as a consortium.

We provide detailed responses below to the Staff’s specific questions.  In addition, we note that the effect on CVRD’s financial statements if it accounted for these investments under the equity method would not be material.  Shareholders’ equity and net income would not change.  In the balance sheet, US$553 million and US$369 million at December 31, 2005 and 2004, respectively, would have been reclassified from “Property, plant and equipment, net” to

1/6

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            1

            Companhia

Vale do Rio Doce

“Investments in affiliated companies and joint ventures and other investments, net of provision for losses on equity investments.”  In the income statement, US$7 million and US$5 million (net of deferred tax) for 2005 and 2004, respectively, would have been reclassified from expenses to “Equity in results of affiliates and joint ventures and change in provision for losses on equity investments.”

            •

            Explain the specific nature and terms of the consortium contracts that give you an undivided interest in assets and a proportionate share of liabilities and expenses;

The consortium is specifically provided for in Articles 278 and 279 of Law No. 6,404 of December 15, 1976, as amended.  It is a contractual joint venture, in which no independent legal entity exists and the rights and obligations of the parties are governed by a contract between them.  A member has no obligations or rights other than those expressly set forth in the consortium contract.  The contract also specifies how the consortium is governed and managed.

The applicable statutory text is set forth below.

Formation of a Consortium

Article 278. Subject to the provisions of this Chapter, corporations and any other commercial entities, whether or not under the same control, may organize a consortium to carry out a particular undertaking.

Paragraph 1. The consortium shall have no legal identity and its participants shall only be bound to the extent provided by contract, each participant being responsible for its own liabilities without any presumption of joint responsibility.

Paragraph 2. The bankruptcy of any participant shall not affect the others, and the consortium shall continue with the remaining parties; any claims of the bankrupt party shall be determined according to the contract.

Consortium Agreement

Article 279. A consortium shall be formed by a contract approved by the body of the corporation which has powers to authorize the disposal of fixed assets, and the contract shall contain:

I - the name of the consortium, if any;

II- the undertaking which is the objective of the consortium;

III- its period of duration, address and principal place of business;

IV - a statement of the responsibilities and liabilities of each participant in the consortium and their specific duties;

V - the rules for the receipt of revenue and apportionment of profits and losses;

VI - the rules for running the consortium, accounting, representation of the participants and the management fee, if any;

VII - the means by which decisions shall be taken, and the number of votes to which each participant shall be entitled;

VIII - the contribution of each participant to the expenses, if any, of the consortium.

Sole Paragraph. The consortium contract and the amendments thereto shall be registered at the Commercial Registry of the place of its head office, and the certificate of registration shall be published.

2/6

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            2

            Companhia

Vale do Rio Doce

The consortium contracts for the nine projects referred to in the 20-F are broadly similar, but they vary in their details.  In each case, the consortium contract is for the same duration as the concession.  The concession is awarded to all the members acting as a consortium, and the contract sets forth a participation percentage for each member.  The contract provides for how each member will contribute to the development and operation of the project, in accordance with its participation percentage, subject to particular allocations of responsibility set forth in the contract.  It also provides for each member to receive part of the project’s energy production, corresponding to its participation percentage.  A member sells or uses its share of energy production for its own account.

            •

            Provide a detailed explanation to describe your methodology for consolidating these investments;

There is no consolidation, because there is no separate entity.  We account for our share of each project’s assets as our assets, according to their nature, principally property, plant and equipment.  We account for our share of liabilities as supplier payables or financing, according to their nature.  We recognize our share of operating costs, and we recognize revenues from our sales of our share of the energy production.

            •

            Explain the nature of the relationship you have with the other parties to the consortium contracts.  In this regard, provide details regarding applicable contractual relationships with other members of the consortium;

            •

            Provide us with an understanding regarding your legal structure of the arrangements and how matters such as dispute resolution are provided for in your agreements;

The relationship with the other members is a contractual matter governed by the consortium contract.  The contract provides, among other things, for:  how costs are shared (generally in accordance with the participation percentage); consequences of a member’s failure to meet its share of costs; each member’s right to a share of energy production (in accordance with its participation percentage); how decisions are made and how the consortium interacts with third parties (discussed below); and dispute resolution.  Provisions for dispute resolution vary.

            •

            Explain your responsibility if liabilities were to arise outside of the ordinary course of business such as an environmental remediation, catastrophic events etc;

The consequences of an event outside the normal course of business will depend on the consortium contract.  In the absence of a specific provision, the governance provisions of the contract provide a mechanism for the members to address such an event.  If such an event gives rise to a liability, it would not be a liability of the consortium since the consortium itself is not a legal entity and does not have or incur liabilities.

3/6

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            3

            Companhia

Vale do Rio Doce

            •

            Describe the methods of financing these projects and how responsibilities are determined regarding repayment and events of default;

For all the consortia in which CVRD participates, financing for the development and operation of their respective projects has come from the members.  There has been no third-party financing for the projects.  A consortium cannot itself incur debt.

            •

            Describe the method by which decisions are made regarding the projects activities;

Each consortium contract provides for a Management Committee to determine objectives and policies and to supervise management of the project, and it sets forth the composition of the committee and its practices.  Each consortium contract also provides for a lead member that has specified responsibilities to interact with third parties on behalf of the consortium.

            •

            Tell us the business objective for your investment in these projects;

The purpose of the investments is to invest in power generation.  The reasons for doing so are described in the 2005 Form 20-F in Item 4 under the heading “Energy Investments.”

            •

            Tell us how you have considered the guidance in EITF 97-2 with respect to your investments in the consortium contractual arrangements;

Because CVRD has not invested in any legal entity, the consolidation and control concepts discussed in EITF 97-2 are not applicable.  Moreover, consortium contracts do not permit CVRD (or any other member) to exercise control as discussed in EITF 97-2.

            •

            Please explain in greater detail, why you do not believe the equity method of accounting for these arrangements is appropriate.

CVRD has not invested in any legal entity, and each member has its own share of assets, liabilities, revenues and costs relating to each project.  The concept of equity accounting for an investment in shares of a separate entity does not apply.

Note 16.  Stockholders’ equity, page F-22

            2.

            We note from your response to prior comment number ten that “there is no basis for recognizing a liability based on the provisions of the shareholders’ agreement because we only recognize a liability for dividends when they are declared or on the basis of the statutory minimum distribution.”  Please support this policy given that one requirement under the Valepar shareholders’ agreement, as disclosed on page 96, “provides for the maintenance by CVRD of a dividend policy requiring CVRD to distribute 50% of CVRD’s net profit for each fiscal year.”  In addition, with respect to the Valepar shareholders’ agreement, please tell us what you meant by your statement that “CVRD is not a party.”

4/6

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            4

            Companhia

Vale do Rio Doce

The Valepar shareholders’ agreement is an agreement entered into by the shareholders of Valepar.  Valepar, in turn, is a shareholder of CVRD.  CVRD is not a party to the Valepar shareholders’ agreement.

The relevant provision of the Valepar shareholders’ agreement provides that the parties to the agreement will cause their representatives to cause Valepar to vote its CVRD shares at the CVRD shareholders’ meeting in favor of distribution of 50% of the net profit for the applicable year.  It goes on to say that the parties may approve a different amount and to provide for the requisite majority to do so.  This has in fact occurred in 2005 and 2006.  Based on this provision, we intend to revise the description of this language in our next 20-F to read in pertinent part as follows:

The shareholders of Valepar have entered into a shareholders’ agreement, ending in 2017.  This agreement ... commits the shareholders of Valepar to support a dividend policy by CVRD of 50% distribution of CVRD’s net profit for each fiscal year, unless the Valepar shareholders commit to support a different dividend policy for a given year...

Engineering Comments

Lines of Business, page 27

Mining, page 29

            3.

            We note your response to your comment number 12.   However, given the significant increase in your reported reserves during 2005, we request that you provide a reconciliation table between your last two years of reserves, and provide the primary reasons for the changes in reserves in any accompanying narrative disclosure that summarizes the nature and extent of the increases.  We reissue comment number 12.

In future reports on Form 20-F, we will include two years of reserve data and a narrative description of the reasons for material changes from the prior year.  As requested, we confirm that if the resolution of other comments made by the Staff in the December 29, 2006 and January 16, 2007 comment letters results in our amending the 2005 Form 20-F, the amendment will include the presentation of 2004 and 2005 reserve data and a narrative description substantially in the form included in the January 26 response letter.  We do not currently expect that the resolution of any of the comments will require an amendment to the 2005 20-F.

*  *  *  *  *

5/6

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            5

            Companhia

Vale do Rio Doce

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.

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.

Sincerely,

/s/ Fabio de Oliveira Barbosa

Fabio de Oliveira Barbosa

Chief Financial Officer

            cc:

            Jennifer Goeken, Division of Corporation Finance

Roger Baer, Mining Engineer

Securities and Exchange Commission

Kieran McManus

PricewaterhouseCoopers Auditores Independentes

Nicolas Grabar

Mark A. Adams

Cleary Gottlieb Steen & Hamilton LLP

6/6

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4057

            6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        February 16, 2007

Mr. Fabio de Oliveira Barbosa
Chief Financial Officer
Companhia Vale do Rio Doce
Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil

 Re: Companhia Vale do Rio Doce
  Form 20-F for Fiscal Year Ended December 31, 2005
Filed May 25, 2006
Response Letter Dated January 26, 2007
File No. 001-15030

Dear Mr. Barbosa:

We have reviewed your response letter and have the following comments.  We
have limited our review of your filings to those issues we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 20-F for the Fiscal Year Ended December 31, 2005

Note 2. Basis of consolidation, page F-8

1. We are considering your response to prior comment number six.  Please address the following additional items so that we may better understand your response and the methodology you are using to account for your investments in hydroelectric power projects.

• Explain the specific nature and terms of the consortium contracts that give you an undivided interest in assets and a proportionate share of liabilities and expenses;
• Provide a detailed explanation to describe your methodology for consolidating these investments;

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce
February 16, 2007 Page 2

• Explain the nature of the relationship you have with the other parties to the consortium contracts.  In this regard, provide details regarding applicable contractual relationships with other members of the consortium;
• Provide us with an understanding regarding your legal structure of the arrangements and how matters such as dispute resolution are provided for in your agreements;
• Explain your responsibility if liabilities were to arise outside of the ordinary course of business such as an environmental remediation, catastrophic events etc;
• Describe the methods of financing these projects and how responsibilities are determined regarding repayment and events of default;
• Describe the method by which decisions are made regarding the projects activities;
• Tell us the business objective for your investment in these projects;
• Tell us how you have considered the guidance in EITF 97-2 with respect to your investments in the consortium contractual arrangements;
• Please explain in greater detail, why you do not believe the equity method of accounting for these arrangements is appropriate.

Note 16. Stockholders’ equity, page F-22

2. We note from your response to prior comment number ten that “there is no basis for recognizing a liability based on the provisions of the shareholders’ agreement because we only recognize a liability for dividends when they are declared or on the basis of the statutory minimum distribution.”  Please support this policy given that one requirement under the Valepar shareholders’ agreement, as disclosed on page 96, “provides for the maintenance by CVRD of a dividend policy requiring CVRD to distribute 50% of CVRD’s net pr ofit for each fiscal year.”  In addition,
with respect to the Valepar shareholders’ agreement, please tell us what you meant by your statement that “CVRD is not a party.”

Engineering Comments

Lines of Business, page 27

Mining, page 29

3. We note your response to your comment number 12.  However, given the significant increase in your reported reserves during 2005, we request that you provide a reconciliation table between your last two years of reserves, and provide the primary reasons for the changes in reserves in an accompanying

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce
February 16, 2007 Page 3

narrative disclosure that summarizes the nature and extent of the increases.  We reissue comment number 12.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Jennifer Goeken at (202) 551-3721 or in her absence, Kevin
Stertzel at (202) 551-3723, if you have ques tions regarding comments on the financial
statements and related matters.  You may contact Roger Baer, Mining Engineer, at (202) 551-3705 with questions about engineering comments.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

            Companhia

Vale do Rio Doce

January 26, 2007

VIA FACSIMILE AND EDGAR TRANSMISSION

Jill S. Davis

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7010

             Re:

            Companhia Vale Do Rio Doce
 Form 20-F for Fiscal Year Ended December 31, 2005

            File No. 001-15030

Response to Staff Comment Letter dated December 29, 2006

Dear Ms. Davis:

By letter dated December 29, 2006, the staff of the Securities and Exchange Commission (the “Staff”) provided certain comments on the annual report on Form 20-F filed on May 25, 2006 (the “2005 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
2005 Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2005

Business Overview, page 21

Ports and Terminals, page 48

            1.

            We note your statement on page 50 that you intend to sell your remaining three capsize vessels by the end of 2006.  Please tell us how you considered the guidance in paragraph 30 of FAS 144 for reporting long-lived assets to be disposed of by sale.

The remaining capesize vessels, recorded under “Other Assets” at December 31, 2005 in the amount of US$32 million, met the definition under paragraph 30 of FAS 144 of a long-lived asset to be disposed of by sale and were considered as held for sale at December 31, 2005.  Due to the insignificance of the amount, the related assets were not separately disclosed.

1/8

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4611

            1

            Companhia

Vale do Rio Doce

Operating and Financial Review and Prospects, page 59

Impairment of Long-Lived Assets and Goodwill, page 79

            2.

            We note your statement on page 80 that if you determine a long-lived asset to be impaired, you will write down the asset "based upon the amount by which the carrying amount of the asset exceeds the higher of net realizable value and value in use."  Please tell us how this policy complies with paragraph 7 of FAS 144, which states that an "impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value."

We apply paragraph 7 of SFAS 144 by calculating the impairment loss as the amount by which the carrying amount of a long-lived asset exceeds its fair value.  We will clarify the description of our policy in our next filing.

            3.

            We also note your statement that "Step two requires an estimate of the fair value of the individual assets and liabilities within the reporting unit."  Please clarify your disclosure to clearly indicate that step two requires you to compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to measure the amount of impairment loss, as contemplated by paragraph 20 of FAS 142.

This disclosure, under “Critical Accounting Policies and Estimates,” emphasizes the estimate of implied fair value required under paragraphs 20 and 21 of FAS 142.  In future filings we will clarify the description of our policy to specify that we compare the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill to measure the amount of the impairment loss.

Financial Statements

Consolidated Statements of Income, page F-5

            4.

            Where income applicable to common shareholders differs from net income by 10% or more, a separate line on the face of the income statement should disclose income applicable to common shareholders.  Please refer to SAB Topic 6B and revise your presentation as applicable.

No separate line item was included on the face of the income statement to demonstrate the income applicable to common shares.  Preferred Class A shares receive the same dividends and have the same earnings per share as the common shares, and they are treated as common share equivalents for the purposes of SAB Topic 6B.  Therefore, we do not believe that disclosure of income applicable to common shareholders on the face of the income statement is useful to the readers of our financial statements.  The income applicable to common shares has been disclosed in Note 16 to the financial statements.

2/8

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4611

            2

            Companhia

Vale do Rio Doce

Consolidated Statements of Changers in Stockholders’ Equity, page F-7

            5.

            Please revise your presentation of the components of other comprehensive income to comply, if applicable, with paragraph 25 of FAS 130, which requires disclosure of the amount of income tax expense or benefit allocated to each component either on the face of the statement in which those components are displayed or in the notes to the financial statements.  Refer to paragraphs 24 and 25 of FAS 130.

No income tax expense or benefit is allocable to other comprehensive income, so the related disclosure is not applicable.  The two components of other comprehensive income are Cumulative Translation Adjustment and Unrealized Gain on Available for Sale Securities.  The first is not taxable.  The second represents gain on securities of SIDERAR, an Argentine company, which are held through a subsidiary in a jurisdiction where there would be no income tax effect on the sale of the investment, and accordingly does not have any material associated tax expense or benefit.

Note 2. Basis of consolidation, page F-8

            6.

            We note that you are proportionately consolidating investments in unincorporated joint ventures, “formed for the purpose of investing in hydroelectric power plants.”  Please support your use of proportionate consolidation and reference the accounting literature that supports your methodology.

In future filings, we intend to revise the disclosure concerning our Brazilian hydroelectric projects, because the disclosure implies that we have an ownership interest in a legal entity.  Our investments in hydroelectric projects are made via consortium contracts under which we have an undivided interest in assets and are liable for our proportionate share of liabilities and expenses, which is based on our proportionate share of power output.  We do not have joint liability for any obligations, and all our recorded costs, income, assets and liabilities are declared in our income tax return.  Since there is no separate legal entity for the project, there are no separate financial statements, income tax return, net income or shareholders’ equity.  Brazilian corporate law explicitly provides that no separate legal entity exists as a result of a consortium contract, and our external legal
counsel has confirmed this conclusion.

Since there is no separate legal entity, the investments we make in these plants are outside the scope of FIN 46R “Consolidation of Variable Interest Entities.”  We have not applied the equity method of accounting because there is no basis to do so and it would likely result in overstatement or understatement of results.  We have analogized to EITF 00-1 “Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures.”  Although the consortium agreement is not in the construction industry or the extraction industry, we believe the consortium agreement meets these criteria under paragraph 1 of EITF 00-1: (a) undivided interest in each asset, (b) proportionately liable for each liability and (c) no separate legal entity.

3/8

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4611

            3

            Companhia

Vale do Rio Doce

Our investments in hydroelectric power plants are not proportionately consolidated. Instead we record our proportionate share of liabilities and costs and our undivided interest in assets.  Our share may vary under the terms of the applicable consortium agreement depending on the nature of the cost or asset.

In future filings, we will revise the description of our accounting policy in Note 2 and Note 12 (c) to state:

Note 2:

We recognize our proportionate share of costs and our undivided interest in assets relating to the hydroelectric projects described in Note 12 (c).

Note 12 (c) (first paragraph):

We participate in several jointly-owned hydroelectric plants, already in operation or under construction. We have an undivided interest in these plants and are responsible for our proportionate share of the costs of construction and operation and entitled to our proportionate share of the energy produced. We record our undivided interest in these assets as property, plant and equipment.

Note 3. Summary of significant accounting policies, page F-8

(c) Inventories, page F-9

            7.

            As requested in a prior review of your Form 20-F, please disclose your accounting policy for stockpiled inventory and how proven and probable reserve quantities attributable to stockpiled or other inventory are used in your financial accounting.

We direct your attention to the description in Note 3 (o) on page F-11.

(d) Property, plant and equipment, page F-10

            8.

            We note your disclosure that indicates you capitalize certain exploration costs.  Please note that under U.S. GAAP, all exploration costs should be expensed as incurred regardless of a projects stage of development or the existence of reserves.  The current presence or subsequent determination of reserves is not determinative when accounting for explorations costs under U.S. GAAP.  Please tell us what amounts you have capitalized in accordance with your policy.

All exploration costs have been expensed, and any costs capitalized after viability of the project has been proven do not relate to exploration activities.  In future filings, we will clarify the second paragraph of Note 3 (d) “Property, plant and equipment,” as follows:

We capitalize the costs of developing major new ore bodies or expanding the capacity of operating mines and amortize these to operations on the unit-of-production method based on the total probable and proven quantity of ore to be recovered.  Exploration costs are expensed.  After economic viability of mining activities is established, subsequent development costs are capitalized.  We capitalize mine development costs as from the time we actually begin such development.

4/8

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4611

            4

            Companhia

Vale do Rio Doce

Note 15. Long-term debt page F-21

            9.

            Please expand your disclosure to provide an explanation of the nature of the line item Securitization of export receivables - US$ denominated.

This line item includes borrowings that use a structure commonly referred to in the financial markets as securitization of export receivables.  Our wholly-owned subsidiary, CVRD Overseas Ltd., issued debt securities secured by receivables arising from export sales of iron ore pellets to customers in Europe, the United States and Asia.  In future filings we will include a note reading:  “Debt securities secured by future receivables arising from certain export sales.”

Note 16. Stockholders’ equity, page F-22

            10.

            We note your disclosure that "Both common and preferred stockholders are entitled to receive a dividend of at least 25% of annual adjusted net income based on the statutory accounting records, upon approval at the annual stockholders’ meeting.”  We also note your disclosure on page 100 that your dividend distributions are subject to two constraints, (i) a mandatory dividend under your bylaws to distribute dividends equal to not less than 25% of annual adjusted net income, and (ii) the recommendation of your principal shareholder, Valepar, of a dividend equal to at least 50% of the amount of net income with respect to each fiscal year.  We further note your disclosure on page 106 that the “shareholders must also approve the recommendation of the Board of Directors with respect to any required distribution;”
and that “To date, our Board of Directors has never determined that payment of the mandatory dividend was inadvisable.”  Based on the above referenced disclosure, it appears that you are legally required to pay, under your bylaws, a minimum dividend of at least 25%.  Please explain in detail why you have not recorded a liability for the minimum dividend as of the end of your fiscal year, when the minimum dividend appears to be measurable.  Additionally, explain in detail, why your contractual dividend arrangement with Valepar does not also represent a liability as of your fiscal year end.  We may have further comment.

We did not recognize a liability for the minimum dividend at December 31, 2005 because we had already recognized interim dividends (including interest on shareholders’ equity) out of 2005 income in excess of the statutory minimum.  We recognize dividends when they are declared by the shareholders or, in the case of interim dividends, by the Board of Directors, as permitted by our bylaws.  At year end, if dividends declared were below the statutory minimum, we would recognize the difference as a liability.

The dividend-related provisions of the Valepar shareholders’ agreement are not comparable to our bylaw provisions requiring a 25% minimum distribution.  In future filings, we will revise our dividend policy disclosure in Item 8 to clarify the differences.  The Valepar shareholders’ agreement is among the shareholders of our shareholder Valepar, and CVRD is not a party.  As disclosed in Item 7 of the 20-F, the agreement provides for the maintenance of a specified dividend policy.  For any particular period, however, the determination of dividends is made by the CVRD shareholders’ meeting or, in the case of interim dividends, by the CVRD board of directors.  Under these circumstances, there is no basis for recognizing a liability based on the provisions of the shareholders’ agreement because we only recognize a liability for dividends when they are declared or on the basis of the statutory minimum distribution.

5/8

Av. Graça Aranha, 26 -18° Andar Rio de Janeiro RJ Brazil 20030-900 Tel:(55-21) 3814-4645 Fax:(55-21)3814-4611

            5

            Companhia

Vale do Rio Doce

Engineering Comments

General

            11.

            You disclose that AMEC E&C Services, Inc. has audited the estimates of proven and probable reserves as of December 31, 2005 presented in your Form 20-F.  Please provide us with a copy of all reports produced during this review.

The reports of AMEC E&C Services, Inc. are 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 this material under separate cover to Mr. Baer.

Lines of Business, page 27

Mining, page 29

            12.

            We note your substantial increases in mineral reserves including increases in manganese, kaolin and particularly iron and bauxite reserves during 2005.  To assist investors in understanding the magnitude and nature of these increases, please provide in a table a reconciliation between your last two years of reserves, providing the primary reasons for the changes in reserves in an accomp

CORRESP
1
filename1.htm

January 16, 2007

            VIA FACSIMILE

Ms. Jennifer Goeken

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549-7410

  Telecopier No.: (202) 772-9368

            Re:

            Companhia Vale do Rio Doce – SEC Review of 2005 Form 20-F

Dear Ms. Goeken:

As indicated in a voicemail message to you and discussed with Kevin Stertzel on January 12, I am writing to provide you with a written confirmation of the expected timing of the response of our clients, Companhia Vale do Rio Doce (“CVRD”) and Vale Overseas Limited (“Vale Overseas,” and together with CVRD, the “Companies”) to the December 29, 2006 comment letter of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) on the Companies’ annual report on Form 20-F for the fiscal year ended December 31, 2005.

Due to the nature of the Staff’s comments, the complexity of certain of the issues presented and delays due to the recently ended holiday season, the Companies expect to file their response on or about January 26, 2007.

      1

Ms. Jennifer Goeken, p. 2

If you have questions or require additional information, please do not hesitate to contact the undersigned at (212) 225-2493 or Nicolas Grabar at (212) 225-2414.

Very truly yours,

/s/ Mark A. Adams

Mark A. Adams

            cc:

            Kevin Stertzel, Division of Corporation Finance

Securities and Exchange Commission

Fabio de Oliveira Barbosa

Companhia Vale do Rio Doce

Nicolas Grabar

Cleary Gottlieb Steen & Hamilton LLP

      2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 29, 2006

Mr. Fabio de Oliveira Barbosa
Chief Financial Officer
Companhia Vale do Rio Doce
Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil

 Re: Companhia Vale do Rio Doce
  Form 20-F for Fiscal Year Ended December 31, 2005
Filed May 25, 2006
File No. 001-15030

Dear Mr. Barbosa:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2005

Business Overview, page 21

Ports and Terminals, page 48

1. We note your statement on page 50 that you intend to sell your remaining three capsize vessels by the end of 2006.  Please tell us how you considered the

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce
December 29, 2006 Page 2

guidance in paragraph 30 of FAS 144 for reporting long-lived assets to be disposed of by sale.

Operating and Financial Review and Prospects, page 59

Impairment of Long-Lived Assets and Goodwill, page 79

2. We note your statement on page 80 that if you determine a long-lived asset to be impaired, you will write down the asset “based upon the amount by which the carrying amount of the asset exceeds the higher of net realizable value and value in use.”  Please tell us how this policy complies with paragraph 7 of FAS 144, which states that an “impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value.”

3. We also note your statement that “Step two requires an estimate of the fair value of the individual assets and liabilities within the reporting unit.”  Please clarify your disclosure to clearly indicate that step two requires you to compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to measure the amount of impairment loss, as contemplated by paragraph 20 of FAS 142.

Financial Statements

Consolidated Statements of Income, page F-5

4. Where income applicable to common shareholders differs from net income by 10% or more, a separate line on the face of the income statement should disclose income applicable to common shareholders.  Please refer to SAB Topic 6B and revise your presentation as applicable.

Consolidated Statements of Changes in Stockholders’ Equity, page F-7

5. Please revise your presentation of the components of other comprehensive income to comply, if applicable, with paragraph 25 of FAS 130, which requires disclosure of the amount of income tax expense or benefit allocated to each component either on the face of the statement in which those components are displayed or in the notes to the financial statements.  Refer to paragraphs 24 and 25 of FAS 130.

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce
December 29, 2006 Page 3

Note 2. Basis of consolidation, page F-8

6. We note that you are proportionately consolidating investments in unincorporated joint ventures, “formed for the purpose of investing in hydroelectric power plants.”  Please support your use of proportionate consolidation and reference the accounting literature that supports your methodology.

Note 3. Summary of significant accounting policies, page F-8

(c) Inventories, page F-9

7. As requested in a prior review of your Form 20-F, please disclose your accounting policy for stockpiled inventory and how proven and probable reserve quantities attributable to stockpiled or other inventory are used in your financial accounting.

(d) Property, plant and equipment, page F-10

8. We note your disclosure that indicates you capitalize certain exploration costs.  Please note that under U.S. GAAP, all exploration costs should be expensed as incurred regardless of a projects stage of development or the existence of reserves.  The current presence or subsequent determination of reserves is not determinative when accounting for explorations costs under U.S. GAAP.  Please tell us what amounts you have capitalized in accordance with your policy.

Note 15. Long-term debt, page F-21

9. Please expand your disclosure to provide an explanation of the nature of the line item Securitization of export receivables – US$ denominated.

Note 16. Stockholders’ equity, page F-22

10. We note your disclosure that “Both common and preferred stockholders are entitled to receive a dividend of at least 25% of annual adjusted net income based on the statutory accounting records, upon approval at the annual stockholders’ meeting.”  We also note your disclosure on page 100 that your dividend distributions are subject to two constraints, (i) a mandatory dividend under your bylaws to distribute dividends equal to not less than 25% of annual adjusted net income, and (ii) the recommendation of your principal shareholder, Valepar, of a dividend equal to at least 50% of the amount of net income with respect to each fiscal year.  We further note your disclosure on page 106 that the “shareholders must also approve the recommendation of the Board of Directors with respect to any required distribution;” and that “To date, our Board of Directors has never

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce
December 29, 2006 Page 4

determined that payment of the mandatory dividend was inadvisable.”  Based on the above referenced disclosure, it appears that you are legally required to pay, under your bylaws, a minimum dividend of at least 25%.  Please explain in detail why you have not recorded a liability for the minimum dividend as of the end of your fiscal year, when the minimum dividend appears to be measureable.  Additionally, explain in detail, why your contractual dividend arrangement with Valper does not also represent a liability as of your fiscal year end.  We may have further comment.

Engineering Comments

General

11. You disclose that AMEC E&C Services, Inc. has audited the estimates of proven and probable reserves as of December 31, 2005 presented in your Form 20-F.  Please provide us with a copy of all reports produced during this review.

Lines of Business, page 27

Mining, page 29

12. We note your substantial increases in mineral reserves including increases in manganese, kaolin and particularly iron and bauxite reserves during 2005.  To assist investors in understanding the magnitude and nature of these increases, please provide in a table a reconciliation between your last two years of reserves, providing the primary reasons for the changes in reserves in an accompanying narrative disclosure that summarizes the nature and extent of the increases.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its

Mr. Fabio de Oliveira Barbosa
Companhia Vale do Rio Doce
December 29, 2006 Page 5

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.

 In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Jennifer Goeken at (202) 551-3721 or in her absence, Kevin Stertzel at (202) 551-3723, if you have ques tions regarding comments on the financial
statements and related matters.  You may contact Roger Baer, Mining Engineer, at (202) 551-3705 with questions about engineering comments.  Please contact me at (202) 551-3683 with any other questions.

        S i n c e r e l y ,

        Jill S. Davis
        B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Str eet, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORP ORA TION FINANCE
MAIL STOP 7010
        December 23, 2005

Via Facsimile to 55-21-3814-8810 and Mail
Mr. Roger Agnelli
Chief Executive Officer
Companhia Vale do Rio Doce
Avenida Graca Aranha, No. 26
20030-900 Rio de Janeiro, RJ Brazil

 Re: Companhia Vale do Rio Doce
  Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 10, 2004
  File No. 1-15030

Dear Mr. Agnelli:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2004

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:

Mr. Roger Agnelli
Com panhia Vale do Rio Doce
Decem ber 23, 2005
page 2
• 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.

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
auditing standards.  An audit report on a non-issuer subsidiary of an issuer that is
included in an SEC filing due to reference by the principal auditor or another auditor is required to refer to the standards of the Public Company Accounting
Oversight Board (United States), as opposed to 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.

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.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and

Mr. Roger Agnelli
Companhia Vale do Rio Doce
December 23, 2005
page 3
provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your
amendment and responses to our comments.

 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 all information required under
the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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.

 In connection with responding to our comments, please provide, in writing, a
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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Gabrielle Malits, Staff Accountant, at (202) 551-3702, or Jill
Davis, Branch Chief, at (202) 551-3683 if you have questions regarding comments on the
financial statements and related matters.  You may contact Roger Baer, Mining Engineer,
at (202) 551-3705 with questions about engin eering comments.  Please contact me at
(202) 551-3740 with any other questions.

        S i n c e r e l y ,

        H .  R o g e r  S c h w a l l
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

      4