If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price  per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one preferred class “A” share of Companhia Vale Do Rio Doce	500,000,000 American Depositary Shares	$0.05	$25,000,000	$2,675.00

(1)	Each unit represents one American Depositary Share.

(2)	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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PART I

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit (a)(4) to this Registration Statement, which is incorporated herein by reference.

 

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(1)     Name and address of Depositary		Introductory paragraph
(2)     Title of American Depositary Receipts and identity of deposited securities		Face of American Depositary Receipt, top center
Terms of Deposit:
(i)       Amount of deposited securities represented by one unit of American Depositary Shares		Face of American Depositary Receipt, upper right corner
(ii)       Procedure for voting, if any, the deposited securities		Paragraph (14)
(iii)      Collection and distribution of dividends		Paragraphs (4), (5), (8) and (12)
(iv)     Transmission of notices, reports and proxy soliciting material		Paragraphs (12), (13), (14) and (16)
(v)      Sale or exercise of rights		Paragraphs (4), (5) and (12)
(vi)     Deposit or sale of securities resulting from dividends, splits or plans of             reorganization		Paragraphs (8), (12) and (15)
(vii)    Amendment, extension or termination of the Deposit Agreement		Paragraphs (20) and (21)
(viii)   Rights of holders of receipts to inspect the transfer books of the Depositary and             the list of Holders of receipts		Paragraph (16)
(ix)      Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), and (5)
(x)       Limitation upon the liability of the Depositary		Paragraph (18)
(3)     Fees and Charges		Paragraphs (8)

 

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Item 2. AVAILABLE INFORMATION

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(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.		Paragraph (11)

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1)	Form of Deposit Agreement. Deposit Agreement dated as of January 1, 1994 among Companhia Vale do Rio Doce, Morgan Guaranty Trust Company of New York, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as an Exhibit to Registration Statement No. 333-12136, or a post-effective amendment thereto, which is incorporated herein by reference.
(a)(2)	Amendment No. 1 to Deposit Agreement. Previously filed as an Exhibit to.Registration Statement No. 333-12136, or a post-effective amendment thereto, which is incorporated herein by reference.
(a)(3)	Amendment No. 2 to Deposit Agreement. Previously filed as an Exhibit to.Registration Statement No. 333-12136, or a post-effective amendment thereto, which is incorporated herein by reference.
(a)(4)	Form of ADR. Filed herewith as Exhibit (a)(4).
(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.
(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.
(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
(e)	Certification under Rule 466. Filed herewith as Exhibit (e).
(f)	Power of Attorney. Included as part of the signature pages hereto.

 

Item 4. UNDERTAKINGS

 

(a)	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.
(b)	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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SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 12, 2006.

 

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

 

	By:	JPMORGAN CHASE BANK, N.A., as Depositary
	By:	/s/ Joseph M. Leinhauser
		Name: Joseph M. Leinhauser
		Title: Vice President

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Companhia Vale do Rio Doce certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on May 12, 2006.

 

 

	Companhia Vale do Rio Doce
	By:	/s/ Roger Agnelli
		Name: Roger Agnelli
		Title: Chief Executive Officer

	By:	/s/ Fabio de Oliveira Barbosa
		Name: Fabio de Oliveira Barbosa
		Title: Chief Financial and Accounting Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Roger Agnelli and Fabio de Oliveira Barbosa, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/Roger Agnelli .		Chief Executive Officer		May 12, 2006
Roger Agnelli
/s/Fabio de Oliveira Barbosa .		Chief Financial and Accounting Officer		May 12, 2006
Fabio de Oliveira Barbosa
/s/Sérgio Ricardo Silva Rosa .		Director		May 12, 2006
Sérgio Ricardo Silva Rosa
/s/Arlindo Magno de Oliveira .		Director		May 12, 2006
Arlindo Magno de Oliveira
		Director		__, 2006
Erik Persson
/s/Renato da Cruz Gomes .		Director		May 12, 2006
Renato da Cruz Gomes
/s/Jorge Luiz Pacheco .		Director		May 12, 2006
Jorge Luiz Pacheco
		Director		__, 2006
Oscar Augusto de Camargo Filho

 

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		Director		__, 2006
Mário da Silveira Teixeira Júnior
		Director		__, 2006
Eduardo Fernando Jardim Pinto
/s/Francisco Augusto da Costa e Silva .		Director		May 12, 2006
Francisco Augusto da Costa e Silva
		Director		__, 2006
Hidehiro Takahashi
/s/Luciano Siani Pires .		Director		May 12, 2006
Luciano Siani Pires
/s/Vicente de Biase Wright .		Authorized Representative in the United States		May 12, 2006
Vicente de Biase Wright

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INDEX TO EXHIBITS

Exhibit Number
(a)(4)		Form of ADR
(d)		Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
(e)		Rule 466 Certification

 

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