SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

VALE S.A.		VALE OVERSEAS LIMITED
(Exact Name of Registrant as Specified in Its Charter)		(Exact Name of Registrant as Specified in Its Charter)
FEDERATIVE REPUBLIC OF BRAZIL		CAYMAN ISLANDS
(Jurisdiction of Incorporation		(Jurisdiction of Incorporation
or Organization)		or Organization)

Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil
(Address of Principal Executive Offices)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ		If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file numbers to which this form relates: 333-138617 and 333-138617-01

(If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

		Name of Each Exchange
		on Which
Title of Each Class		Each Class is to be
to be so Registered		Registered
5 5/8% Guaranteed Notes due 2019		New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of class)

 

 

Item 1. Description of Registrants’ Securities to be Registered.

For a description of the securities to be registered hereunder, reference is made to the information under the heading “Description of Debt Securities” on pages 8 through 21 of the Prospectus dated November 13, 2006 included in the registration statement on Form F-3 of Vale Overseas Limited (the “Company”) and Vale S.A. (the “Guarantor”) (Registration Nos. 333-138617 and 333-138617-01), as supplemented by the information under the headings “Risk Factors—Risks Relating to the Notes” and “Description of Notes” on pages S-8 through S-9 and S-11 through S-18, respectively, of the related Prospectus Supplement, dated September 8, 2009, which information is incorporated by reference and made part of this registration statement in its entirety.

Item 2. Exhibits.

99(A). Prospectus dated November 13, 2006 and Prospectus Supplement dated September 8, 2009, incorporated by reference to the filing by the Company and the Guarantor under Rule 424(b)(2) on September 9, 2009 (Registration Nos. 333-138617 and 333-138617-01).

99(B). Form of Global Note (included in the Ninth Supplemental Indenture, filed herewith as Exhibit 99(D)).

99(C). Form of Amended and Restated Indenture among the Company, the Guarantor and The Bank of New York, incorporated by reference to Exhibit 4.2 of the Registration Statement on Form F-3 of the Company and the Guarantor filed on November 13, 2006 (Registration Nos. 333-138617 and 333-138617-01).

99(D). Form of Ninth Supplemental Indenture among the Company, the Guarantor and The Bank of New York Mellon.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 15, 2009

INDEX TO EXHIBITS

Exhibit No.				Exhibit
	99	(A)		Prospectus dated November 13, 2006 and Prospectus Supplement dated September 8, 2009, incorporated by reference to the filing by the Company and the Guarantor under Rule 424(b)(2) on September 9, 2009 (Registration Nos. 333-138617 and 333-138617-01).
	99	(B)		Form of Global Note (included in the Ninth Supplemental Indenture, filed herewith as Exhibit 99(D)).
	99	(C)		Form of Amended and Restated Indenture among the Company, the Guarantor and The Bank of New York, incorporated by reference to Exhibit 4.2 of the Registration Statement on Form F-3 of the Company filed on November 13, 2006 (Registration Nos. 333-138617 and 333-138617-01).
	99	(D)		Form of Ninth Supplemental Indenture among the Company, the Guarantor and The Bank of New York Mellon.