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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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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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N/A
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N/A
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N/A
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N/A
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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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(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)
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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
(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) |
Form
of Deposit Agreement.
Form
of Amended and Restated Deposit Agreement dated as of September
28, 2006
among Companhia Vale do Rio Doce, JPMorgan Chase Bank, N.A., as
depositary
(the "Depositary"), and all holders from time to time of ADRs issued
thereunder (the "Deposit Agreement").
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| (b) |
Any
other agreement to which the Depositary is a party relating to
the
issuance of the American Depositary Shares registered hereunder
or the
custody of the deposited securities represented
thereby.
Not Applicable.
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| (c) |
Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at
any
time within the last three years.
Not Applicable.
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| (d) |
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Previously filed.
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| (e) |
Certification
under Rule 466.
Filed herewith as Exhibit (e).
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| (f) |
Power
of Attorney.
Included as part of the signature pages
hereto.
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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:
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JPMORGAN
CHASE BANK, N.A., as Depositary
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Signature
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Title
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Date
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/s/Roger
Agnelli
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Chief
Executive Officer
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September
29, 2006
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Roger
Agnelli
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/s/Fabio
de Oliveira Barbosa
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Chief
Financial and Accounting Officer
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September
29, 2006
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Fabio
de Oliveira Barbosa
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/s/Sérgio
Ricardo Silva Rosa* .
Sérgio
Ricardo Silva Rosa
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Director
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September
29, 2006
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/s/Arlindo
Magno de Oliveira*
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Director
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September
29, 2006
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Arlindo
Magno de Oliveira
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/s/
Erik Persson
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Director
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September
29, 2006
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Erik
Persson
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/s/Renato
da Cruz Gomes*
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Director
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September
29, 2006
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Renato
da Cruz Gomes
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/s/Jorge
Luiz Pacheco*
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Director
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September
29, 2006
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Jorge
Luiz Pacheco
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Director
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, 2006
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Oscar
Augusto de Camargo Filho
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Director
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, 2006
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Mário
da Silveira Teixeira Júnior
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.
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Director
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, 2006
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Eduardo
Fernando Jardim Pinto
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/s/Francisco
Augusto da Costa e Silva*
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Director
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September
29, 2006
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Francisco
Augusto da Costa e Silva
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Director
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, 2006
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Hidehiro
Takahashi
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Director
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,
2006
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Julio
Sergio Gomes de Almeida
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/s/Vicente
de Biase Wright*
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Authorized
Representative in the United States
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September
29, 2006
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Vicente
de Biase Wright
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Exhibit
Number
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(a)
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Form
of Deposit Agreement
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(e)
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Rule
466 Certification
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