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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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| CALCULATION OF REGISTRATION FEE | ||||
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per unit (1)
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Proposed
maximum
aggregate
offering
price
(2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one preferred class “A” share of Companhia
Vale Do Rio Doce
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1,000,000,000
American
Depositary Shares
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$0.05
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$50,000,000
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$1,535.00
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
American Depositary Receipts evidencing American Depositary
Shares.
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Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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(1)
Name
and address of Depositary
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Introductory
paragraph
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(2)
Title
of American Depositary Receipts and identity of deposited
securities
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Face
of American Depositary Receipt, top center
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Terms
of Deposit:
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||
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(i)
Amount
of deposited securities represented by one unit of
American Depositary
Shares
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Face
of American Depositary Receipt, upper right
corner
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(ii)
Procedure
for voting, if any, the deposited securities
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Paragraph
(12)
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(iii)
Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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(iv)
Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (12)
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(v)
Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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(vi)
Deposit
or sale of securities resulting from dividends, splits or
plans of
reorganization
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Paragraphs
(4), (5), (10) and (13)
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(vii)
Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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(viii)
Rights
of holders of receipts to inspect the transfer books of the
Depositary and the list of Holders of receipts
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Paragraph
(3)
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(ix)
Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (4), and (5)
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(x)
Limitation
upon the liability of the Depositary
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Paragraph
(14)
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(3) Fees
and Charges
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Paragraphs
(5) and (7)
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Item
Number and Caption
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Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
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(b) Statement
that Companhia Vale Do Rio Doce is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and, accordingly,
files certain reports with the Commission, and that such reports
can be
inspected by holders of American Depositary Receipts and copied at
public
reference facilities maintained by the Commission in Washington,
D.C.
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Paragraph
(8)
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(a)
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The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received
by the
Depositary as the holder of the deposited securities, and (2) made
generally available to the holders of the underlying securities by
the
issuer.
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(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
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| By: | /s/Melinda L. VanLuit | ||
| Name: |
Melinda L. VanLuit |
||
| Title : | Vice President |
| Companhia Vale do Rio Doce | ||
| |
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| By: | /s/Roger Agnelli | |
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Name: Roger Agnelli |
||
| Title Chief Executive Officer | ||
| |
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| By: | /s/Fabio de Oliveira Barbosa | |
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Name: Fabio de Oliveira Barbosa |
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| Title Chief Financial and Accounting Officer | ||
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Signature
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Title
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Date
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/s/Roger
Agnelli
Roger
Agnelli
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Chief
Executive Officer
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August
28, 2007
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/s/Fabio
de Oliveira Barbosa
Fabio
de Oliveira Barbosa
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Chief
Financial and Accounting
Officer
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August
28, 2007
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/s/Sérgio
Ricardo Silva Rosa
Sérgio
Ricardo Silva Rosa
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Chairman
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August
28, 2007
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/s/José
Ricardo Sasseron
José Ricardo Sasseron |
Director
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August
28, 2007
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/s/Jorge
Luiz Pacheco
Jorge Luiz Pacheco |
Director
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August
28, 2007
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Sandro
Kohler Marcondes
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Director
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August
, 2007
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Mário
da Silveira Teixeira Júnior
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Director
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August
, 2007
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/s/Renato
da Cruz Gomes
Renato
da Cruz Gomes
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Director
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August
28, 2007
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Hiroshi
Tada
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Director
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August
, 2007
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/s/Oscar
Augusto de Camargo Filho
Oscar
Augusto de Camargo Filho
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Director
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August
28, 2007
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João
Batista Cavaglieri
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Director
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August
, 2007
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/s/Francisco
Augusto da Costa e Silva
Francisco
Augusto da Costa e Silva
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Director
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August
28, 2007
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Caio
Melo
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Director
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August
, 2007
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/s/Edward
A. Steen
International
Nickel, Inc.
By:
Edward A. Steen
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Authorized
Representative in
the
United States
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August
27, 2007
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Exhibit
Number
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(a)(2)
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Form
of ADR
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
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(e)
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Rule
466 Certification
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