Edgar Filing: Companhia Vale do Rio Doce

6-K

United States
Securities and Exchange Commission

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934

For the month of

April 2008

Companhia Vale do Rio Doce

Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F þ Form 40-F o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))

(Check One) Yes o No þ

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))

(Check One) Yes o No þ

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

(Check One) Yes o No þ

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)

TABLE OF CONTENTS

Press Release

Signature Page

Financial Statements — 03/31/2008

BR GAAP

Filed at CVM and SEC on 04/24/2008

Gerência Geral de Controladoria — GECOL

CONTENTS


A—	Quarterly information		3
1 —	Balance Sheet		3
2 —	Statement of Income		4
3 —	Statement of Changes in Stockholders’ Equity		5
4 —	Statement of Cash Flows		6
5 —	Notes to the Quarterly information at March 31, 2008 and 2007		7
	5.1—	Operations	7
	5.2—	Presentation of Quarterly information	7
	5.3—	Accounting Pronouncements Recently-issued by Comissão de Valores Mobiliários	7
	5.4—	Principles and Practices of Consolidation	7
	5.5—	Summary of significant Accounting Policies	8
	5.6—	Acquisitions and divestments	8
	5.7—	Inventories	8
	5.8—	Taxes to recover or offset	9
	5.9—	Income Tax and Social Contribution	9
	5.10—	Investments	10
	5.11—	Intangible	10
	5.12—	Property, Plant and Equipment	11
	5.13—	Loans and Financing	11
	5.14—	Contingent Liabilities	13
	5.15—	Provision for asset retirement obligations	15
	5.16—	Pension Plan	15
	5.17—	Paid-up Capital	16
	5.18—	Resources linked to future mandatory conversion in shares	17
	5.19—	Treasury Stock	17
	5.20—	Remuneration of Stockholders	17
	5.21—	Financial Results	17
	5.22—	Financial Instruments - Derivatives	19
	5.23—	Selling, Administrative, Other Operating Expenses and Non Operating Income	20
6 —	Attachment I — Statement of Investments in Subsidiaries and Jointly-Controlled Companies		21
7 —	Report of the Independent Accountants		22
B—	Additional Information		24
8 —	Cash generation (unaudited)		24


9 —	Management’S Discussion and Analysis of the Operating Results in the Periods of Three Months ended March 31, 2008 Compared with March 31, 2007		25
	9.1 — Consolidated		26
	9.1.1—	Gross revenue	26
	9.1.2—	Cost of products and services	28
	9.1.3—	Selling and administrative expenses	28
	9.1.4—	Research and development	28
	9.1.5—	Other operating expenses	28
	9.1.6—	Net financial results	28
	9.1.7—	Income tax and social contribution	29
	9.2 — Parent Company		29
	9.2.1—	Gross revenue	29
	9.2.2—	Cost of products and services	29
	9.2.3—	Gross margin	29
	9.2.4—	Equity Results	29
	9.2.5—	Selling and administrative expenses	29
	9.2.6—	Research and development	29
	9.2.7—	Other operating expenses (income)	29
	9.2.8—	Net financial results	29
	9.2.9—	Income tax and social contribution	29
10 — Board of Directors, Fiscal Council, Advisory Committees and Executive Officers			30

A — Quarterly information

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements
of Accounting Practices Generally Accepted in Brazil)

1 — Balance Sheet


Balance in	In thousands of reais
			Consolidated				Parent Company
	Notes		03/31/08		12/31/07		03/31/08		12/31/07
Assets
Current assets
Cash and cash equivalents				4.274.642		2.127.909		213.690		120.189
Accounts receivable from customers				6.857.274		7.136.189		2.621.654		2.378.892
Related parties				27.842		35.854		1.709.468		1.580.217
Inventories		5.7		7.144.282		7.257.665		1.892.280		1.931.626
Taxes to recover or offset		5.8		2.469.385		2.230.144		1.160.629		792.033
Deferred income tax and social contribution		5.9		1.445.428		1.083.642		976.397		611.306
Others				1.140.283		1.280.602		486.177		478.704

				23.359.136		21.152.005		9.060.295		7.892.967

Non-current assets
Long-term receivables
Related parties				5.316		5.320		3.395.457		3.413.194
Loans and financing				243.773		225.774		118.141		115.341
Deferred income tax and social contribution				455.487		481.779		224.076		236.845
Judicial deposits				1.310.803		863.910		804.102		775.780
Taxes to recover or offset				532.904		499.736		181.238		192.526
Advances to energy suppliers				1.000.381		1.016.260		—		—
Provisions for derivatives				1.058.937		1.191.455		1.004.257		1.064.545
Prepaid expenses				452.005		458.503		—		—
Others				397.137		219.415		220.094		106.488

				5.456.743		4.962.152		5.947.365		5.904.719

Investments		5.10		1.842.596		1.869.910		64.630.917		62.739.954
Intangibles		5.11		12.174.570		12.832.213		11.458.948		12.141.541
Property, plant and equipment		5.12		92.213.426		91.958.526		28.693.638		28.096.710
Deferred charges				70.644		123.265		—		—

				106.301.236		106.783.914		104.783.503		102.978.205

				135.117.115		132.898.071		119.791.163		116.775.891


Liabilities, and stockholders’ equity
Current liabilities
Short-term debt		5,13		1.241.127		1.007.063		352.577		296.574
Current portion of long-term debt		5,13		2.426.073		2.354.345		1.696.473		1.482.751
Payable to suppliers and contractors				4.367.240		4.293.809		1.760.496		1.927.452
Related parties				21.343		14.755		5.812.065		6.702.411
Payroll and related charges				978.903		1.343.872		493.902		775.578
Pension Plan		5.16		231.087		232.381		78.807		78.168
Proposed dividends and interest on stockholders’ equity				4.752.110		4.752.323		4.752.110		4.752.323
Provision for income tax				1.016.594		2.221.745		46.667		—
Taxes, contributions and royalties				596.946		586.156		39.039		50.156
Provisions for derivatives		5.22		973.094		612.622		78.567		47.179
Ferrovia Norte Sul subconcession				393.548		372.265		—		—
Others				1.354.607		1.554.339		398.787		500.098

				18.352.672		19.345.675		15.509.490		16.612.690

Non-current liabilities
Long-term debt		5,13		34.410.111		32.444.675		10.566.821		8.642.864
Related parties				—		62		29.309.590		29.465.682
Provisions for contingencies		5.14		3.088.283		3.188.888		1.936.847		1.978.529
Deferred income tax and social contribution		5.9		7.663.465		8.072.677		—		—
Pension Plan		5.16		3.502.754		3.807.590		576.248		590.376
Provision for asset retirement obligations		5.15		1.630.084		1.649.453		793.352		742.952
Provisions for derivatives		5.22		—		8.658		—		—
Ferrovia Norte Sul subconcession				393.548		372.265		—		—
Others				2.121.146		2.202.257		1.816.452		1.713.336

				52.809.391		51.746.525		44.999.310		43.133.739

Deferred income				8.042		93.036		—		—

Minority interest				4.664.647		4.683.373		—		—

Stockholders’ equity
Paid-up capital		5.17		28.000.000		28.000.000		28.000.000		28.000.000
Revenue reserves				28.218.530		25.965.629		28.218.530		25.965.629
Resources linked to the future mandatory conversion in shares		5.18		3.063.833		3.063.833		3.063.833		3.063.833

				59.282.363		57.029.462		59.282.363		57.029.462

				135.117.115		132.898.071		119.791.163		116.775.891

The additional information, notes and attachment I are an integral part of the quarterly information

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)


2 —		Statement of Income


Periods ended in	In thousands of reais
		Consolidated									Parent Company
	Notes	1Q/08			4Q/07			1Q/07			1Q/08			1Q/07
Operating revenues
Ore and metals	9.1.1 e 9.2.1		11.947.151			12.935.343			13.920.184			5.261.508			4.517.405
Transport services			786.846			843.341			807.377			479.940			443.984
Sales of aluminum-related products			1.171.857			1.246.540			1.432.302			72.406			31.817
Sales of steel products			320.189			265.173			331.625			—			—
Other products and services			323.015			230.889			137.422			58.230			24.030

			14.549.058			15.521.286			16.628.910			5.872.084			5.017.236
Value Added taxes			(424.318	)		(436.392	)		(379.547	)		(316.983	)		(260.206	)

Net operating revenues			14.124.740			15.084.894			16.249.363			5.555.101			4.757.030


Cost of products and services
Ores and metals	9.12 e 9.2.2		(5.666.470	)		(6.270.379	)		(5.585.696	)		(3.239.333	)		(2.573.349	)
Transport services			(492.330	)		(538.295	)		(512.073	)		(209.072	)		(175.773	)
Aluminum-related products			(805.832	)		(853.533	)		(773.254	)		(71.765	)		(18.174	)
Steel products			(297.768	)		(277.203	)		(310.695	)		—			—
Other products and services			(249.123	)		(220.749	)		(65.109	)		(10.246	)		(9.071	)

			(7.511.523	)		(8.160.159	)		(7.246.827	)		(3.530.416	)		(2.776.367	)


Gross profit			6.613.217			6.924.735			9.002.536			2.024.685			1.980.663

Gross margin			46,8	%		45,9	%		55,4	%		36,4	%		41,6	%

Operating expenses
Selling and Administrative	5.23		(599.849	)		(799.437	)		(601.864	)		(293.179	)		(217.054	)
Research and development			(331.006	)		(462.219	)		(239.050	)		(185.447	)		(116.184	)
Other operating expenses	5.23		(357.463	)		(607.753	)		(81.624	)		(88.678	)		206.260

			(1.288.318	)		(1.869.409	)		(922.538	)		(567.304	)		(126.978	)

Operating profit before financial results and results of equity investments			5.324.899			5.055.326			8.079.998			1.457.381			1.853.685


Results of equity investments

Gain on investments accounted for by the equity method	5.10		45.041			46.097			34.626			2.615.712			5.509.876
Provision for losses			—			—			—			3.014			—
Exchange variation in stockholders’ equity and goodwill of companies abroad			(105.071	)		(287.102	)		(24.542	)		(829.035	)		(1.915.233	)
Amortization of goodwill	5.11		(389.150	)		(332.583	)		(262.654	)		(389.150	)		(260.842	)

			(449.180	)		(573.588	)		(252.570	)		1.400.541			3.333.801

Financial results, net	5.21		(2.056.167	)		394.886			(208.342	)		(678.918	)		386.133

Non-operating income	5.23		138.879			—			—			—			—

Income before income tax and social contribution			2.958.431			4.876.624			7.619.086			2.179.004			5.573.619

Income tax and social contribution	5.9		(669.883	)		(182.878	)		(2.074.729	)		73.891			(478.296	)

Income before minority interests			2.288.548			4.693.746			5.544.357			2.252.895			5.095.323

Minority interest			(35.653	)		(284.078	)		(449.034	)		—			—

Net income for the period			2.252.895			4.409.668			5.095.323			2.252.895			5.095.323

Number of shares outstanding at the end of the period (in thousands)			4.832.391			4.832.391			4.832.390			4.832.391			4.832.390


Net earnings per share outstanding at the end of the period (R$)			0,47			0,91			1,05			0,47			1,05

The additional information, notes and attachment I are an integral part of the quarterly information

(a) Includes 30,341,144 and 56,582,040 preferred and common shares, respectively, linked to issue of mandatory convertible notes, (see note 5.18).

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)


3—		Statement of Changes in Stockholders’ Equity



Balance in	In thousands of reais
			Revenue reserves
																					Resources
																					linked to
																					mandatory
	Paid-up		Expansion/			Treasury			Unrealized						Fiscal			Retained			conversion
	capital		Investments			stock			income			Legal			incentives			earnings			in shares		Total
December 31, 2006		19.492.401		18.108.363			(790.308	)		122.500			2.070.962			92.840			—			—		39.096.758

Net income for the period		—		—			—			—			—			—			20.005.562			—		20.005.562
Capitalization of reserves		8.507.599		(7.672.690	)		—			—			(751.545	)		(83.364	)		—			—		—
Realization of reserves		—		—			—			(61.617	)		—			—			61.617			—		—
Exchange — Samitri shares of incorporated companies		—		—			84			—			—			—			—			—		84
Interim dividends		—		(370.050	)		—			—			—			—			(14.402	)		—		(384.452	)
Stockholder’s remuneration proposed		—		—			—			—			—			—			(4.752.323	)		—		(4.752.323	)
Resources linked to mandatory conversion in shares		—		—			—			—			—			—			—			3.063.833		3.063.833
Appropriation to revenue reserves		—		14.219.808			—			—			1.000.278			80.368			(15.300.454	)		—		—

December 31, 2007		28.000.000		24.285.431			(790.224	)		60.883			2.319.695			89.844			—			3.063.833		57.029.462
Net income for the period		—		—			—			—			—			—			2.252.895			—		2.252.895
Exchange — Samitri shares of incorporated companies		—		—			6			—			—			—			—			—		6

March 31, 2008		28.000.000		24.285.431			(790.218	)		60.883			2.319.695			89.844			2.252.895			3.063.833		59.282.363

The additional information, notes and attachment I are an integral part of the quarterly information

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)


4—		Statement Of Cash Flows


Periods ended in	In millions of reais
	Consolidated									Parent Company
	1Q/08			4Q/07			1Q/07			1Q/08			1Q/07
Cash flows from operating activities:
Net income for the period		2.252.895			4.409.668			5.095.323			2.252.895			5.095.323
Adjustments to reconcile net income for the period with cash provided by operating activities:
Results of equity investments		449.180			573.588			252.570			(1.400.541	)		(3.333.801	)
Sale of assets		(138.879	)		—			—			—			—
Depreciation, amortization and depletion		1.312.885			1.299.929			805.022			425.287			322.938
Deferred income tax and social contribution		(537.846	)		(505.346	)		(328.286	)		(352.321	)		(55.886	)
Financial expenses and monetary and exchange rate variations on assets and liabilities, net		(77.954	)		(2.007.868	)		228.093			(461.940	)		(1.612.219	)
Minority interest		35.653			284.078			449.034			—			—
Disposal of property, plant and equipment		127.820			203.122			81.218			29.986			12.273
Amortization of goodwill in the cost of products sold		43			22			51.416			—			51.366
Net unrealized losses (gains) on derivatives		547.671			(606.306	)		(166.846	)		67.449			(327.289	)
Dividends/interest on stockholders’ equity received		—			75.018			—			106.292			376.095
Others		87.051			(48.755	)		342.541			(22.860	)		335.435

		4.058.519			3.677.150			6.810.085			644.247			864.235


Decrease (increase) in assets:
Accounts receivable		377.318			348.529			360.078			(242.762	)		(1.100.588	)
Inventories		148.070			(474.528	)		(181.494	)		60.284			(81.097	)
Advances to energy suppliers		60.915			45.036			(66.942	)		—			—
Others		(389.280	)		513.830			(775.705	)		(409.750	)		70.968

		197.023			432.867			(664.063	)		(592.228	)		(1.110.717	)

Increase (decrease) in liabilities:
Suppliers and contractors		(13.259	)		559.046			(844.892	)		(166.956	)		(395.412	)
Payroll and related charges		(448.597	)		165.339			(362.015	)		(281.675	)		(231.608	)
Taxes and contributions		(1.393.645	)		(1.084.398	)		(68.022	)		35.550			(3.274	)
Others		(50.039	)		(49.994	)		(760.551	)		(109.075	)		550.621

		(1.905.540	)		(410.007	)		(2.035.480	)		(522.156	)		(79.673	)


Net cash provided by operating activities		2.350.002			3.700.010			4.110.542			(470.137	)		(326.155	)


Cash flows from investing activities:
Loans and advances receivable		36.486			(39.358	)		13.000			41.609			239.711
Guarantees and deposits		(61.215	)		(87.246	)		(73.143	)		(47.231	)		(57.959	)
Additions to investments		(18.580	)		(362.197	)		(31.570	)		(69.299	)		(470.472	)
Additions to property, plant and equipment		(3.107.620	)		(4.681.207	)		(2.439.298	)		(1.051.181	)		(763.772	)
Proceeds from disposal of property, plant and equipment/investments		370.501			—			—			—			—
Net cash used in acquisitions and increase of funds to subsidiaries, net of the cash of subsidiary		—			—			(4.327.053	)		—			—

Net cash used in investing activities		(2.780.428	)		(5.170.008	)		(6.858.064	)		(1.126.102	)		(1.052.492	)


Cash flows from (used in) financing activities:
Short-term debt additions		1.628.814			3.973.382			1.301.038			389.902			670.579
Short-term debt repayments		(1.300.570	)		(3.548.783	)		(744.480	)		(1.129.163	)		(1.654.366	)
Long-term debt		2.462.884			1.209.711			14.132.541			2.581.278			15.284.952
Repayments:
Related parties		—			—			—			(5.059	)		(19.661	)
Financial institutions		(213.975	)		(250.080	)		(13.271.198	)		(147.223	)		(12.913.411	)
Interest on stockholders’ equity paid to stockholders and dividends		—			(2.664.378	)		(121.452	)		—			—
Treasury stock		6			—			81			6			81

Net cash provided by (used in) financing activities		2.577.159			(1.280.148	)		1.296.530			1.689.741			1.368.174


Increase (decrease) in cash and cash equivalents		2.146.733			(2.750.146	)		(1.450.992	)		93.502			(10.473	)
Cash and cash equivalents, beginning of the period		2.127.909			4.878.055			9.777.975			120.188			203.090

Cash and cash equivalents, end of the period		4.274.642			2.127.909			8.326.983			213.690			192.617

Cash paid during the period for:
Short-term interest		(33.569	)		(18.132	)		(18.153	)		(27.211	)		(80	)
Long-term interest		(494.244	)		(649.135	)		(444.827	)		(758.458	)		(545.981	)
Income tax and social contribution		(2.930.050	)		(867.009	)		(890.400	)		(564.914	)		(21.277	)
Non-cash transactions:
Additions to property, plant and equipment — interest capitalization		(11.532	)		144.764			(78.223	)		(21.960	)		(78.223	)
Transfer of advance for future capital increase to investments		—			—			—			(24.800	)		(8.210	)

The additional information, notes and attachment I are an integral part of the quarterly information

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)


5—		Notes to the Quarterly Information at March 31, 2008 and 2007

Expressed In thousands of reais


5.1—		Operations

Companhia Vale do Rio Doce (Vale) is a publicly limited liability company whose predominant activities are mining, processing and sale of iron ore, pellets, copper concentrate and potash, as well as logistic services, power generation and mineral research and development. In addition, through its direct and indirect subsidiaries and jointly controlled companies, operates in iron ore and pellets, nickel, copper, precious metals, cobalt (by product), manganese and ferroalloys, kaolin, coal, steel, aluminum-related products and logistics.


5.2—		Presentation of Quarterly information

The quarterly information has been prepared in conformity with accounting practices followed in Brazil, based on corporate legislation, as well as the rules and guidelines issued by the Comissão de Valores Mobiliários — CVM (Brazilian Securities Commission).

As part of the quarterly information, the Company presents as complemental information the calculation of the earnings before financing results, equity results, income tax and social contribution, depreciation and amortization — LAJIDA (EBITDA)

Although the EBITDA, as defined before, does not provide valuation for operational cash flow for Brazilian accounting principles, it is often used by financial analysts on valuation of business and The Company Management uses this indicator to measure operational performance.


5.3—		Accounting Pronouncements Recently-issued by Comissão de Valores Mobiliários

On December 28, 2007, Law 11.638 was enacted, altering, revoking and adding new provisions to the Brazilian Corporate Law, especially with respect to chapter XV, Fiscal Year and Financial Statements. This Law is effective for fiscal years beginning on or after January 1, 2008 and was designed primarily to update the Brazilian Corporate Law, so as to enable the convergence of Brazilian accounting practices with International Accounting Standards (IFRS) and allow the Brazilian Securities Commission (CVM) to issue new accounting standards and procedures, in conformity with such international accounting standards.

The full convergence with international accounting standards is still subject to regulation by the CVM. In line with this regulation process, on January 29, 2008 THE CVM issued Resolution No 534, approving technical pronouncement CPC 02 (Committee of Pronouncements Accounting), which addresses the effects of changes in exchange rates and conversion of Financial Statements.

Considering that the regulation process will require the issue of several new pronouncements, the Company’s management opted to apply the provisions of Law No. 11.638/07 only to the financial statements for the year ending December 31, 2008. Accordingly, the Financial Statements for the first quarter have been prepared without contemplating the changes to accounting practices introduced Law No 11.638/07, as permitted by the rules of the CVM.

The main change already regulated that will impact the income for the year is the treatment of the net exchange variation on investments abroad (expenses of R$829,035 in 1Q08), which will be recognized directly in shareholders’ equity, being the net income affected in the same amount.

With respect to ongoing process of convergence with international accounting standards, the Company believes that the income will not be affected by the treatment of goodwill amortization of goodwill on acquired companies (expenses of R$389,150 in 1Q08), as well as the tax effect.


5.4—		Principles and Practices of Consolidation

The consolidated quarterly information shows the balances of assets and liabilities on 03/31/2008 and 12/31/2007, and of the quarterly periods ended on 03/31/2008, 12/31/2007 and 03/31/2007, of Parent Company operations, its direct and indirect subsidiaries and its jointly-controlled companies. The principal figures of the subsidiaries and jointly-controlled companies included in the consolidation are presented in Attachment I.

The Company Investments in hydroelectric projects are recorded in the accounting proportion to participate in the Company’s liabilities and expenses, which is based on proportional participation by the quota holding on power output. The Company does not have joint responsibility for any obligation and all costs, revenues, assets and liabilities recorded refer to the entities of the group. Since there is no separated legal entity for the project, there are no separated financial statements, income tax return, net income or shareholders’ equity. The Brazilian legislation clearly states that there is no separate entity under the terms of consortium contract and the Company external legal counsel confirmed that conclusion. Thus the Company recognizes the proportional share of costs and its undivided interests in assets related to hydroelectric projects.

There were no changes in the practices of consolidation of the Company since 12/31/2007.


5.5—		Summary of significant Accounting Policies

(a)		The quarterly information has been prepared with the same principles, methods and criteria consistent with the ones adopted in the period ended 12/31/2007; and

(b)		In preparing the condensed consolidated financial statements, the company is required to use estimates to account for certain assets, liabilities, and transactions. Therefore the consolidated financial statements include various estimates concerning the selection of useful lives of property, plant and equipment, provisions for losses on assets, contingent liabilities, operational provisions and other similar evaluations. Actual results may vary from the estimates.


5.6—		Acquisitions and disinvestments

(a)		In March 2008, the Board of Directors approved the proposal for merging its whole-owned subsidiary Ferro Gusa Carajás S.A. (FGC). Therefore, the proposal will be submitted to Vale’s shareholders at a meeting to be convened in April 2008.

(b)		In February 2008, the Company sold its 4.83% common stock interest in Jubillee Mines N.L(held by Vale Inco), for R$231,788 with a gain of R$138,979.

(c)		In October 2007 the Company won the auction for commercial exploitation of a 720 km stretch of the North-South railroad (FNS), during 30 years, running from Açailândia, state of Maranhão, to Palmas, state of Tocantins in the amount of R$1,478. The amount of R$ 739 was already paid, which represents 50% of the sub concession. The second installment, equal to 25% of the amount is scheduled to be paid in December 2008, while the last installment shall be paid at the time of the completion of the last part of the railroad, increased by IGP-DI until the payment date;


5.7—		Inventories


	Consolidated				Parent Company
	03/31/08		12/31/07		03/31/08		12/31/07
Finished products
. Nickel, co-products and sub products Inco		3.048.381		3.209.202		—		—
. Iron ore and pellets		1.087.295		1.109.947		899.498		966.690
. Manganese and ferroalloys		211.157		186.261		—		—
. Aluminum products		282.181		326.803		20.816		59.750
. Copper		56.967		27.208		56.967		27.208
. Steel products		71.360		59.138		—		—
. Other		165.584		205.326		7.165		5.643

		4.922.925		5.123.885		984.446		1.059.291
Spare parts and maintenance supplies		2.221.357		2.133.780		907.834		872.335

		7.144.282		7.257.665		1.892.280		1.931.626


5.8—		Taxes to recover or offset


	Consolidated				Parent Company
	03/31/08		12/31/07		03/31/08		12/31/07
Income tax		1.421.547		1.292.565		713.936		377.934
ICMS (“Valued-added tax”)		649.835		590.873		412.268		431.577
PIS and COFINS		782.535		711.533		147.494		114.809
INSS		35.447		32.230		34.208		31.387
Others		112.925		102.679		33.961		28.852

Total		3.002.289		2.729.880		1.341.867		984.559

Current		2.469.385		2.230.144		1.160.629		792.033
Non-current		532.904		499.736		181.238		192.526

		3.002.289		2.729.880		1.341.867		984.559


5.9—		Income Tax and Social Contribution

The amounts reported as income tax and social contribution, which affected the results for the period, are as follows:


	Consolidated									Parent Company
	1Q/08			4Q/07			1Q/07			1Q/08			1Q/07
Income before income tax and social contribution		2.958.431			4.876.624			7.619.086			2.179.004			5.573.619
Results of equity investment		449.180			573.588			252.570			(1.400.541	)		(3.333.801	)

		3.407.611			5.450.212			7.871.656			778.463			2.239.818
Income tax and social contribution at combined tax rates		34	%		34	%		34	%		34	%		34	%

Federal income tax and social contribution at statutory rates		(1.158.588	)		(1.853.072	)		(2.676.363	)		(264.677	)		(761.538	)
Adjustments that affects the basis of taxes:
Income tax benefit from interest on stockholders’ equity		295.611			203.761			211.239			295.611			211.239
Fiscal incentives		26.482			62.690			106.869			11.033			12.039
Results of foreign companies taxed by different rates which difference than the parent company rate		450.904			1.405.457			395.727			—			—
Reduced incentive rate		16.837			17.450			19.144			—			—
Others		(301.129	)		(19.164	)		(131.345	)		31.924			59.964

Income tax and social contribution		(669.883	)		(182.878	)		(2.074.729	)		73.891			(478.296	)

The deferred assets and liabilities related to income tax and social contribution arising from tax losses, negative social contribution bases and temporary differences are recognized from an accounting standpoint considering an analysis of likely future results, based on economic and financial projections prepared based on internal assumptions and macroeconomic, commercial and fiscal scenarios which could change in the future.

Vale has certain tax incentives of reduction and exemption of income taxes. The incentives are calculated based on exploitation profit and are based on the production levels recognized and incentive to the defined periods of each product and expire from 2008 to 2013. An amount equal to the tax saving must be appropriated to a reserve account within stockholders’ equity and may not be distributed in the form of cash dividends.

Vale also has also tax incentives related to Goro Project in New Caledonia. These incentives include an income tax holiday during the construction phase of the project and throughout a 15-year period commencing in the first year in which commercial production, as defined by the applicable legislation, is achieved followed by a five-year, 50 per cent income tax holiday.

In addition, Goro qualifies for certain exemptions from indirect taxes such as import duties during the construction phase and throughout the commercial life of the project. Certain of these tax benefits, including the income tax holiday, are subject to an earlier phase out should the project achieve a specified cumulative rate of return. Vale is subject to a branch profit tax commencing in the first year in which commercial production is achieved, as defined by the applicable legislation. To date, there has been no net income for New Caledonia tax purposes. The benefits of this legislation are expected to apply with respect to any taxes otherwise payable once the Goro project is in operation.


5.10—		Investments

Consolidated


	Investments				Equity Results
	03/31/08		12/31/07		1Q/08			4Q/07		1Q/07
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS (a, b)		306.961		306.961		—			—		—
Shandong Yankuang International Company Ltd.		40.680		41.119		76			3.996		7
Henan Longyu Resources Co. Ltd.		239.434		204.084		37.666			21.978		19.904
Logística intermodal S/A		193.199		189.209		9.214			12.377		—
ThyssenKrupp CSA — Cia Siderúrgica (b)		686.365		686.365		—			—		—
Jubilee Mines N.L ( b )		—		90.232		—			—		—
Mirabela Nickel Ltd ( b )		49.332		51.444		—			—		—
Skye Resources Inc ( b )		134.912		138.781		—			—		—
Heron Resources Inc ( b )		41.940		42.472		—			—		—
Other		127.038		119.243		(1.915	)		7.746		14.715

		1.819.861		1.869.910		45.041			46.097		34.626


(a)		This participation valued at market price on the balance sheet date is R$ 1.019.147; and

(b)		Investments at cost.


5.11—		Intangible

These assets refer basically to goodwill based on future results expectative.


	Intangible						Goodwill amortization
	03/31/08			12/31/07			1Q/08			4Q/07			1Q/07
Intangible by segment

Iron ore and pellets (b)
Goodwill of Minerações Brasileiras Reunidas — MBR
(Includes goodwill Caemi) (b)		4.476.251			4.614.863			(138.612	)		(138.612	)		(129.894	)
Goodwill of Sociedade de Mineração Estrela do Apolo		25.684			25.684			—			—			—
Other companies (b)		6.320			6.368			(1.018	)		(2.158	)		(1.812	)

		4.508.255			4.646.915			(139.630	)		(140.770	)		(131.706	)

Nickel
Goodwill of Inco Limited (b)		6.886.185			7.365.519			(247.784	)		(188.709	)		(130.948	)
Other rights Vale Inco		715.622			690.672			—			—			—

		7.601.807			8.056.191			(247.784	)		(188.709	)		(130.948	)

Coal
Goodwill of Vale Australia (b)		64.508			129.107			(1.736	)		(3.104	)		—

Total consolidated		12.174.570			12.832.213			(389.150	)		(332.583	)		(262.654	)


Intangible not recorded at the parent company		(715.622	)		(690.672	)		—			—			—

Total parent company		11.458.948			12.141.541			(389.150	)		(332.583	)		(262.654	)


(a)		Goodwill not recorded in the parent company; and

(b)		Goodwill based on future results expectation (stated period of amortization of 10 years).


5.12 —		Property, Plant and Equipment

Average quoted market price


	Consolidated												Parent Company
									03/31/08		12/31/07							03/31/08		12/31/07
	Average			Low		High			Preferred		Preferred		Low		High			Preferred		Preferred
Lands		—			196.580		—			196.580		195.936		99.873		—			99.873		99.229
Buildings		3,65	%		7.441.958		(1.830.224	)		5.611.734		5.917.529		2.903.067		(860.803	)		2.042.264		2.010.134
Installations		3,78	%		24.578.491		(8.164.076	)		16.414.415		15.564.941		12.346.917		(3.680.674	)		8.666.243		8.147.394
Equipment		7,36	%		11.185.491		(3.648.244	)		7.537.247		7.503.113		4.074.854		(1.403.195	)		2.671.659		2.622.985
Information technology equipment		20,00	%		1.759.568		(838.428	)		921.140		811.736		1.553.459		(729.206	)		824.253		791.847
Railroads		3,03	%		12.356.800		(4.052.541	)		8.304.259		7.995.631		9.477.770		(3.681.574	)		5.796.196		5.549.021
Mineral rights (note 7.4 (n))		3,25	%		25.328.603		(2.098.774	)		23.229.829		24.128.378		1.539.191		(302.997	)		1.236.194		1.255.003
Others		7,30	%		10.029.277		(2.342.410	)		7.686.867		8.322.037		2.753.769		(1.216.070	)		1.537.699		1.549.611

					92.876.768		(22.974.697	)		69.902.071		70.439.301		34.748.900		(11.874.519	)		22.874.381		22.025.224
Construction in progress					22.311.355		—			22.311.355		21.519.225		5.819.257		—			5.819.257		6.071.486

Total					115.188.123		(22.974.697	)		92.213.426		91.958.526		40.568.157		(11.874.519	)		28.693.638		28.096.710


5.13 —		Loans and Financing

Current

Consolidated

Parent Company

03/31/08

12/31/07

03/31/08

12/31/07

Trade finance

1.241.127

1.007.063

352.577

296.574

1.241.127

1.007.063

352.577

296.574

Non-current


			Consolidated								Parent Company
			Current liabilities				Long-term liabilities				Current liabilities				Long-term liabilities
			03/31/08		12/31/07		03/31/08		12/31/07		03/31/08		12/31/07		03/31/08		12/31/07

Foreign operations

Loans and financing in:
U.S. dollars	1	)		421.403		411.240		11.594.198		11.471.874		301.990		312.040		937.373		1.081.135
Other currencies				92.493		114.097		373.994		378.510		7.162		9.908		19.767		18.374
Notes in U.S. dollars	2	)		—		—		11.682.322		11.841.278		—		—		—		—
Export securitization				93.682		93.959		335.096		363.414		—		—		—		—
Perpetual notes				—		—		151.789		154.975		—		—		—		—
Accrued charges				341.514		499.129		—		—		8.129		33.182		—		—

				949.092		1.118.425		24.137.399		24.210.051		317.281		355.130		957.140		1.099.509


Local operations

Indexed by TJLP, TR, IGP-M and CDI				1.142.119		1.146.208		4.331.720		2.242.433		1.044.440		1.039.610		4.100.247		2.033.178
Basket of currencies				2.571		2.835		9.434		10.166		2.461		2.689		9.434		10.166
Loans in U.S. dollars				—		—		—		66.083		—		—		—		—
Non-convertible debentures	3	)		—		—		5.931.558		5.915.942		—		—		5.500.000		5.500.011
Accrued charges				332.291		86.877		—		—		332.291		85.322		—		—

				1.476.981		1.235.920		10.272.712		8.234.624		1.379.192		1.127.621		9.609.681		7.543.355

				2.426.073		2.354.345		34.410.111		32.444.675		1.696.473		1.482.751		10.566.821		8.642.864

Pursuant to the acquisition of Vale Inco we carried out various financial operations to repay the initial US$ 14.6 billion bridge loan, used to finance the acquisition, as follows:

In December 2006, an agreement was celebrated with a bank syndicate to enter in a pre-export finance transaction of US$6.0 billion. The transaction includes a US$5.0 billion tranche, five-year maturity, at Libor plus 0.625% per year, and a US$1.0 billion tranche, seven-year maturity, at Libor plus 0.75% per year.

	2)		In November 2006, the Company issued US$3.75 billion with maturity of 10 and 30 years. The US$1.25 billion notes due in 2017 bear a coupon rate of 6.25% per year, payable semi-annually, and were priced with a yield to maturity of 6.346% per year. The US$ 2.50 billion notes due in 2036 bear a coupon rate of 6.875% per year, payable semi-annually, and were priced with a yield to maturity of 6.997% per year.

	3)		In December 2006, the Company issued in the Brazilian market non-convertible debentures in an amount of R$5.5 billion, in two series. The first series, due on November 20, 2010, R$1.5 billion, will be remunerated at 101.75% of the accumulated variation of the Brazilian CDI (interbank certificate of deposit) interest rate, payable semi-annually. The second series, due on November 20, 2013, R$4.0 billion, will be remunerated at the Brazilian CDI interest rate plus 0.25% per year, also payable semi-annually. These debentures can be traded in the secondary market, through the Sistema Nacional de Debêntures (SND).

			In 2007, the company settled the balance of the bridge in the amount of US$ 2.25 billion, US$2.1 billion of pre-export finance with the bank syndicate with cash availability. Additionally, the Company liquidated US$380 of its debt.

(a)

On March 31, 2008, the consolidated debt was secured as follows:

	•		Loans guaranteed by the Federal Government with a value of R$120,715 for which we offered counter-guarantees;

	•		Securitization program of R$434,361 (including interest of R$5,583); and

	•		Receivables in an amount of R$576,236.

(b)

Amortization of principal and financing charges incurred on long-term loans and financing obtained abroad and domestically maturing as follows, as of March 31, 2008:


	Consolidated				Parent Company
2009		774.027	2	%		221.786	2	%
2010		4.778.246	14	%		1.863.941	18	%
2011		4.827.990	14	%		294.919	3	%
2012		2.152.300	6	%		155.869	1	%
2013 onwards		21.294.200	62	%		8.030.306	76	%
No due date (perpetual notes and debentures)		583.348	2	%		—	0	%

		34.410.111	100	%		10.566.821	100	%

(c)

Some of our long-term debt instruments contain financial covenants. Our principal covenants require us to maintain certain ratios, such as debt to EBITDA and interest coverage. The Company is full compliance with our financial covenants as of March 31, 2008.


5.14—		Contingent Liabilities

		The Company and its subsidiaries are party to labor, civil, tax and other suits and have been contesting these matters both administratively and in court. When applicable, these are backed by judicial deposits. Provisions for losses are estimated and restated monetarily and backed by management opinions and of the Legal Department and outside counsel.

		At the Financial Statements dates the contingent liabilities of the Company were:

(a)		Provisions for contingencies net from judicial deposits, considered by management and its legal counsel as sufficient to cover losses from any type of lawsuit, as follows:


	Consolidated						Parent Company
	03/31/08			12/31/07			03/31/08			12/31/07
a) Tax contingencies		2.730.475			3.268.740			1.738.293			1.804.312
(-) Judicial deposits		(953.632	)		(1.345.782	)		(816.398	)		(802.707	)

		1.776.843			1.922.958			921.895			1.001.605

b) Civil contingencies		612.983			575.471			438.921			419.069
(-) Judicial deposits		(284.814	)		(277.094	)		(207.705	)		(202.486	)

		328.169			298.377			231.216			216.583

c) Labor contingencies		956.671			936.724			780.686			757.300
d) Environmental contingencies		26.600			30.829			3.050			3.041

Total accrued liabilities		3.088.283			3.188.888			1.936.847			1.978.529


	03/31/08			03/31/08
Balance at the beginning of the period		3.188.888			1.978.529
Provisions, net of reversals		(584.360	)		(126.039	)
Payment		(8.330	)		(7.289	)
Monetary update		107.655			110.556
Judicial deposits		384.430			(18.910	)

Balance at the end of period		3.088.283			1.936.847

Tax Contingencies:

The major suits are:

	•		Value-Added Tax on Sales and Services (ICMS) — The contingent figure refers to the credit right of differential rates regarding the transfer of assets between company branches;

	•		Services Tax (ISS) — The major claims are regarding local tax collecting disputes;

	•		Tax for Social Security Financing (COFINS) — The major contingencies, related to merged companies refer to the increase of the rate from 2% to 3% between 1999 and 2000;

	•		Import Duty (II) — The provision made is related to the Fiscal classification of equipment importation by merged companies;

	•		Additional Compensation to harbour workers (AITP) — Amounts regarding the collection of compensation amounts for public harbour workers equalized to Private Harbour;

	•		Income Tax and Social Contribution — Essentially regarding a fiscal loss compensation and negative bases of social contribution disputing the limit of 30% of taxable earnings and monetary variations of asset from merged companies; and

	•		Others — Regarding dispute of tax credit compensations and basis of calculation of Finance Compensation by Exploration of Mineral Resources — CFEM.

Civil Contingencies:

The civil actions are principally related to claims made against us by contractors in connection with losses alleged to have been incurred by them as a result of various past government economic plans, accidents and return of land.

Labor Contingencies:

			Labor and social security-related actions principally comprise claims for (a) payment of time spent traveling from their residences to the work-place, (b) additional health and safety related payments and (c) disputes about the amount of indemnities paid upon dismissal and the one-third extra holiday pay.

			In addition to the contingencies, there are other contingent provisions, which there are possible losses totaling R$4,365 (R$2,600 parent company) based on the advice of legal counsel, it was not necessary to constitute any provision.

	(b)		The Company gave to its jointly controlled company Samarco a guarantee in the amount of R$1 (R$6 in 2006) related to debt guarantee to IFC, with maturity in 2008 in US dollar, for which there are no counter-guarantees.

	(c)		In connection with the Girardin Financing, the Company provides certain guarantees on behalf of Goro pursuant to which we guaranteed payments due from Goro of up to a maximum amount of US$100 millions (“Maximum Amount”) in connection with an indemnity. We also provided an additional guarantee covering the payments due from Goro of (a) amounts exceeding the Maximum Amount in connection with the indemnity and (b) certain other amounts payable by Goro under a lease agreement covering certain assets.

			The Company provides a guarantee covering certain termination payments due from Goro to the supplier under an electricity supply agreement (“ESA”) entered into in October 2004 for the Goro nickel-cobalt project. The amount of the termination payments guaranteed depends upon a number of factors, including whether any termination of the ESA is as a result of a default by Goro and the date on which an early termination of the ESA were to occur. If Goro defaults under the ESA prior to the anticipated start date for supply of electricity to the project, the termination payment, which currently is at its maximum, would be 145 millions euros. Once the supply of electricity under the ESA to the project begins, the guaranteed amounts will decrease over the life of the ESA.

			The Company expects such guarantees to be not executed and therefore no provisions for losses have been made.

	(d)		At the time of our privatization in 1997, the Company issued debentures to its then-existing shareholders, including the Brazilian Government. The terms of the debentures, were set to ensure that the pre-privatization shareholders, including the Brazilian Government would participate in possible future financial benefits that could be obtained from exploiting certain mineral resources.

			A total of 388,559,056 Debentures were issued at a par value of R$0.01 (one cent), whose value is to be restated in accordance with the variation in the General Market Price Index (IGP-M), as set forth in the Issue Deed.

			The debenture holders are entitled to receive semi-annual payments equivalent to a percentage of the net revenue deriving from certain mineral resources owned in May 1997 and included in the Issue Deed.

			According to the Debenture Issue Deed, the amount of the premium must include interest up to the month prior to that of effective payment, plus 1% in the month in which the funds are made available to the debenture holder.

			The accumulated sales of iron ore of the mines covered by the debentures, in the period between May 1997 and June 30, 2007, were 500 million metric tons in the Southeast System and 579 million metric tons in the North System, Carajas. In the event of the annual sales of iron ore remain equal to the level achieved in the last twelve months, the levels mentioned in the Issue Deed to start payment of premium of 1.7 billion metric tons for the Southeast and System 1, 2 billion metric tons to the North System, would be achieved in 2027 and 2015, respectively. However, this prediction could not be confirmed and may the dates mentioned to achieve the levels of production of 1.7 billion tons (Southeast System) and 1.2 billion tons (System North) are anticipated or neglected.

			The Company made available payment related to debentures in the amount of R$8,640 in 2008 and R$21,970 in 2007.


5.15—		Provision for asset retirement obligations

On 03/31/08, the consolidated provision for asset retirement obligations amounted to R$108,438 (R$45.780 in the parent company), which was accounted for in “Provision for asset retirement obligations” in non-current liabilities and R$1,630,084 (R$ 793,252 in the parent company) classified in “Other” in current liabilities.


5.16—		Pension Plan

The following information shows the details the status of the defined benefit elements of the Company plans, of the valuation of actuarial obligations and of the sponsor contribution to the plans.

a)		Pension Plan

		The results of the actuarial valuation were as follows:


	Consolidated
	03/31/08									12/31/07
	*() Overfunded**			Underfunded			Underfunded			*() Overfunded**			Underfunded			Underfunded
	pension plans			pension plans			other benefits			pension plans			pension plans			other benefits
Fair value of plan assets at the end of the year		(5.663.007	)		(6.983.354	)		(2.437.000	)		(5.629.443	)		(7.125.851	)		(2.667.653	)
Fair value of assets at the end of the year		7.483.101			6.324.784			16.784			7.417.297			6.405.060			16.997
Net gains not recognized on the balance sheet		—			—			—			—			—			—
Actuarial assets / (liabilities) recorded in the balance sheet:
Short-term		—			(36.915	)		(115.365	)		—			(37.383	)		(116.826	)
Long-term		—			(621.655	)		(2.304.851	)		—			(683.408	)		(2.533.830	)

Actuarial assets / (liabilities) recorded in the balance sheet		1.820.094			(1.317.140	)		(4.840.432	)		1.787.854			(1.441.582	)		(5.301.312	)


	Parent Company
	03/31/08							12/31/07
	*() Overfunded**			Underfunded		Underfunded		*() Overfunded**			Underfunded		Underfunded
	pension plans			pension plans		other benefits		pension plans			pension plans		other benefits
Fair value of assets at the end of the year		7.483.101			—		—		7.417.297			—		—
Fair value of plan assets at the end of the year		(5.663.007	)		—		—		(5.629.443	)		—		—

Actuarial assets / (liabilities) recorded in the balance sheet		1.820.094			—		—		1.787.854			—		—


(*)		The Company has not recorded the actuarial asset on its balance sheet, since there is no clear evidence to its realization, as established by item 49 of NPC 26.

a)		Actuarial liability

		Refers to the responsibility of the Company to complement the retirements, pensions and health assistance related to the incentive to the disconnecting of some employees occurred between 1987 and 1989.

		The results of the actuarial evaluation of this liability are as follows:


	*Consolidated ()**
	03/31/08						12/31/07
				“Abono						“Abono
	Health care			Complementação”			Health care			Complementação”
Fair value of assets at the end of the year		—			282.348			—			258.703
Fair value of plan assets at end of year		(268.663	)		(668.740	)		(268.330	)		(658.917	)
Actuarial liabilities recorded in the balance sheet:
Short-term		(16.227	)		(62.580	)		(20.052	)		(58.116	)
Long-term		(252.436	)		(323.812	)		(248.278	)		(342.098	)

		(268.663	)		(386.392	)		(268.330	)		(400.214	)


		(*) The values of the Consolidated are the same of the Parent Company.

Sponsor contributions

The contributions are as follows:


	Consolidated
	03/31/08			12/31/07
Overfunded pension plans		(11.419	)		(103.201	)
Underfunded pension plans		(100.517	)		(630.779	)
Underfunded other benefits		(22.012	)		(109.339	)
Complementary value (*)		(23.808	)		(92.677	)
Healt insurance plan for retired employee (*)		(7.662	)		(20.822	)

Total contributions		(165.418	)		(956.818	)


		(*) Refers to actuarial liabilities

5.17 — Paid-up Capital

Preferred shares have the same rights as common shares, except for the right to elect the members of the Board of Directors. They have priority to a minimum annual dividend of 6% on the portion of capital represented by this class of share or 3% of the book net equity value of the share, whichever is greater.

At the Extraordinary Shareholders’ Meeting held on April 27, 2007 the capital stock was increased to R$28,000. The capital increase is due through capitalization of the expansion/ investment reserve in the amount of R$7,673 capitalization of the legal reserve in the amount of R$752, and capitalization of the fiscal incentives reserve in the amount of R$83 without new stock issue.

On August 30, 2007 the Extraordinary General Shareholders’ Meeting approved the forward-stock split. Since September 2007, each existing share, both common and preferred, became two shares.

For comparative purposes, the effects of the split were considered retroactively in the calculation of net income per share presented in the statement of income.

On December 31, 2007 the total capital reaches R$28,000, corresponding of 4,919,314,116 shares, being R$17,074 divided in 2,999,797,716 common shares and R$10,926 divided in 1,919,516,400 class “A” preferred shares, including twelve special class shares without par value.

The Board of Directors has the power, without the necessity of a statutory change, to deliberate the issue of new shares (authorized capital) including the capitalization of revenue and reserves until the authorized limit of 3,600,000,000 common shares and 7,200,000,000 preferred shares without par value.

The members of the Board of Directors and Executive Board together own 127,924 common shares and 596,705 preferred shares.

5.18 — Resources linked to future mandatory conversion in shares

In June, 2007, the Company issued mandatory convertible notes in the amount of R$3,601, net of interest R$3,064, with maturity in 2010. The notes, pay a coupon of 5.50% a.a quarterly and the right to receive the participation of the additional equivalent for the distribution in cash paid to the ADS’s holders. These notes were classified as a capital instrument, mainly because of the fact that there is no option, from the part of the Company or from the part of the holders to liquidate, totally or in part this operation with financial resources, being the conversion mandatory.

In alignment with the international practices and after analysis, was concluded that the Mandatory convertible notes are similar to equity notes and for this reason are recognized as a specific part of the equity, net of financial changes.

The resources linked to future mandatory conversion, net of interest, are represented by a maximum of 56,582,040 common shares are equivalent to R$2,111 and the ones represented by a maximum of 30,295,456 preferred shares are equivalent to R$926. All the shares are currently in treasury stock (see note 7.24).

5.19 — Treasury Stock

On 06/21/06 the Board of Directors approved a buy-back program of its preferred shares, during a maximum term of 180 days. By the end of the program, 30,299,200 preferred shares have been acquired.

On 03/31/08, the Company had 56,582,040 common shares and 30,341,012 preferred shares, which are held in treasury in the amount of R$790,218.


Shares
	Quantity				Unit acquisition cost						Average quoted market price
Class	03/31/08		12/31/07		Average		Low		High		03/31/08		12/31/07
Preferred		30.341.012		30.341.144		43,45		41,13		45,15		47,66		39,46
Common		56.582.040		56.582.040		4,63		3,34		8,68		55,81		46,73

		86.923.052		86.923.184

5.20 — Remuneration of Stockholders

On 04/30/2008, the Company will pay R$2,109,750 to stockholders. It will be pay R$1,150,495 as interest on stockholders’ equity and R$959,255 as dividends.

5.21 — Financial Results

Consolidated


	Quarter
	1Q/08									4Q/07									1Q/07
				Monetary and									Monetary and									Monetary and
				exchange rate									exchange rate									exchange rate
	Financial			variation on						Financial			variation on						Financial			variation on
	expenses			liabilities			Total			expenses			liabilities			Total			expenses			liabilities			Total
Foreign debt		(276.483	)		29.956			(246.527	)		(326.852	)		207.586			(119.266	)		(512.462	)		435.973			(76.489	)
Local debt		(277.524	)		42.022			(235.502	)		(243.252	)		(11.666	)		(254.918	)		(265.932	)		106.603			(159.329	)
Related parties		(1.152	)		(2.902	)		(4.054	)		18.090			(6.010	)		12.080			(3.676	)		(69	)		(3.745	)

		(555.159	)		69.076			(486.083	)		(552.014	)		189.910			(362.104	)		(782.070	)		542.507			(239.563	)

Labor, tax and civil contingencies		(76.830	)		(49.613	)		(126.443	)		(70.144	)		(189.089	)		(259.233	)		(32.155	)		(9.082	)		(41.237	)
Derivatives, net of gain/losses (interest and currencies)		(37.263	)		7.771			(29.492	)		307.893			(36.671	)		271.222			341.484			(5.635	)		335.849
Derivatives, net of gain/losses (gold, aluminum, alumina, copper, nickel and platinum)		(510.408	)		5.875			(504.533	)		280.726			35.685			316.411			(174.638	)		57.590			(117.048	)
CPMF		(7.958	)		—			(7.958	)		(51.943	)		—			(51.943	)		(113.858	)		—			(113.858	)
Others		(364.347	)		(259.286	)		(623.633	)		(521.357	)		(644.758	)		(1.166.115	)		(643.060	)		104.587			(538.473	)

		(1.551.965	)		(226.177	)		(1.778.142	)		(606.839	)		(644.923	)		(1.251.762	)		(1.404.297	)		689.967			(714.330	)


				Monetary and									Monetary and									Monetary and
				exchange rate									exchange rate									exchange rate
	Financial			variation on						Financial			variation on						Financial			variation on
	income			assets			Total			income			assets			Total			income			assets		Total
Related parties		1.344			865			2.209			4.058			(5.611	)		(1.553	)		(3.294	)		5.610		2.316
Marketable securities		53.719			3.437			57.156			63.000			26			63.026			55.245			23		55.268
Others		62.634			(400.024	)		(337.390	)		194.698			1.390.477			1.585.175			238.604			209.800		448.404

		117.697			(395.722	)		(278.025	)		261.756			1.384.892			1.646.648			290.555			215.433		505.988

Financial income (expenses), net		(1.434.268	)		(621.899	)		(2.056.167	)		(345.083	)		739.969			394.886			(1.113.742	)		905.400		(208.342	)

Parent company


	Accumulated
	03/31/08									03/31/07
				Monetary and									Monetary and
				exchange									exchange
	Financial			rate variation						Financial			rate variation
	expenses			on liabilities			Total			expenses			on liabilities			Total
Foreign debt		(19.527	)		17.485			(2.042	)		(175.169	)		336.803			161.634
Local debt		(256.691	)		33.233			(223.458	)		(237.012	)		73.871			(163.141	)
Related parties		(457.368	)		412.076			(45.292	)		(476.208	)		1.290.356			814.148

		(733.586	)		462.794			(270.792	)		(888.389	)		1.701.030			812.641

Labor, tax and civil contingencies		(68.657	)		(41.900	)		(110.557	)		(31.342	)		(7.486	)		(38.828	)
Derivatives, net of gain/losses (interest and currencies)		(22.342	)		10.636			(11.706	)		348.498			(4.170	)		344.328

Derivatives, net of gain/losses (gold)		(45.107	)		(557	)		(45.664	)		(21.209	)		(127	)		(21.336	)
CPMF		(3.891	)		—			(3.891	)		(96.020	)		—			(96.020	)
Others		(221.188	)		(66.603	)		(287.791	)		(682.455	)		(19.256	)		(701.711	)

		(1.094.771	)		364.370			(730.401	)		(1.370.917	)		1.669.991			299.074


				Monetary									Monetary
				and exchange									and exchange
	Financial			rate variation						Financial			rate variation
	income			on assets			Total			income			on assets			Total
Related parties		7.028			(32.005	)		(24.977	)		7.255			(217.703	)		(210.448	)
Marketable securities		20.126			3.437			23.563			10.062			23			10.085
Others		9.073			43.824			52.897			1.140			286.282			287.422

		36.227			15.256			51.483			18.457			68.602			87.059

Financial income (expenses), net		(1.058.544	)		379.626			(678.918	)		(1.352.460	)		1.738.593			386.133

5.22— Financial Instruments — Derivatives

Volatility of interest rates, exchange rates and commodity prices are the main market risks to which the company is exposed — all three are managed through derivative operations. These have the exclusive with aim of reducing exposure to risk. The company does not contract derivatives for speculative purposes.

The company monitor and evaluate the derivative positions on a regular basis and adjust its strategy in response to market conditions. Periodically the credit limits and credit worthiness of our counter-parties in these transactions are reviewed. In view of the policies and practices established for operations with derivatives, management considers the occurrence of non-measurable risk situations as unlikely.

The asset (liability) balances and the change in fair value of derivative financial instruments are as follows (unaudited):


	Consolidated
	Quarter
	1Q/08
							Products by
	Interest rates						aluminum
	(libor)/ Currencies			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 12/31/07		1.107.744			(64.608	)		(172.569	)		(332.222	)		73.557			(42.722	)		569.180
Financial settlement		(47.759	)		20.087			42.333			104.343			777			15.822			135.603
Financial expenses, net		(20.290	)		(13.982	)		(305.976	)		(202.236	)		(61.044	)		(27.448	)		(630.976	)
Monetary variations, net		8.340			726			1.804			3.301			(2.388	)		253			12.036

Gains / (losses) unrealized on 03/31/08		1.048.035			(57.777	)		(434.408	)		(426.814	)		10.902			(54.095	)		85.843


	4Q/07
							Products by
	Interest rates						aluminum
	(libor)/ Currencies			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 09/30/07		1.191.138			(72.978	)		(319.727	)		(652.687	)		5.895			(46.692	)		104.949
Financial settlement		(354.995	)		17.580			29.273			111.782			45.609			8.999			(141.752	)
Financial expenses, net		308.272			(11.811	)		107.009			186.708			22.832			(6.727	)		606.283
Monetary variations, net		(36.671	)		2.601			10.876			21.975			(779	)		1.698			(300	)

Gains / (losses) unrealized on 12/31/07		1.107.744			(64.608	)		(172.569	)		(332.222	)		73.557			(42.722	)		569.180


	1Q/07
							Products by
	Interest rates						aluminum
	(libor)/ Currencies			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 12/31/06		(20.162	)		(115.138	)		(679.454	)		(638.410	)		34.593			(41.922	)		(1.460.493	)
Gains / (Losses) recognized upon consolidation of Inco		—			—			—			—			—			—			—
Financial settlement		6.539			26.236			61.416			80.140			(26.123	)		—			148.208
Financial expenses, net		341.484			(9.972	)		(9.079	)		(91.312	)		(50.406	)		(13.869	)		166.846
Monetary variations, net		(5.635	)		4.440			28.075			23.118			(15	)		1.972			51.955

Gains / (losses) unrealized on 03/31/07		322.226			(94.434	)		(599.042	)		(626.464	)		(41.951	)		(53.819	)		(1.093.484	)


	Parent Company
	03/31/08
	Interest rates (libor)/
	Currencies			Gold			Copper			Total
Gains / (losses) unrealized on 12/31/07		1.064.547			(45.256	)		(1.923	)		1.017.368
Financial settlement		(48.584	)		13.962			314			(34.308	)
Financial expenses, net		(22.342	)		(9.861	)		(35.246	)		(67.449	)
Monetary variations, net		10.636			464			(1.021	)		10.079

Gains / (losses) unrealized on 03/31/08		1.004.257			(40.691	)		(37.876	)		925.690


	03/31/07
	Interest rates (libor)/
	Currencies			Gold			Copper			Total
Gains / (losses) unrealized on 12/31/06		5.064			(68.941	)		46.227			(17.650	)
Financial settlement		(60.514	)		4.512			(3.497	)		(59.499	)
Financial expenses, net		348.498			(6.138	)		(15.071	)		327.289
Monetary variations, net		(4.170	)		3.021			(3.148	)		(4.297	)

Gains / (losses) unrealized on 03/31/07		288.878			(67.546	)		24.511			245.843

Final maturity dates for the above instruments are as follows:


Gold		Dezembro de 2008
Interest rates (LIBOR)		Setembro de 2019
Aluminum products		Dezembro de 2008
Copper		Dezembro de 2008
Nickel		Dezembro de 2009
Platinum		Dezembro de 2008

5.23 — Selling, Administrative, Other Operating Expenses and Non Operating Income


	Consolidated						Parent Company
Administrative	1Q/08		4Q/07		1Q/07		1Q/08		1Q/07
Personnel		179.068		196.993		206.128		96.584		69.567
Services (consulting, infrastructure and others)		113.228		132.361		69.008		37.371		23.122
Advertising and publicity		33.325		143.880		31.827		32.646		27.554
Depreciation		79.818		76.043		69.101		59.738		49.779
Travel expenses		11.925		11.851		9.408		7.327		5.784
Rents and taxes		10.192		20.754		41.870		7.252		7.790
Community aborigine		5.826		6.706		5.826		4.968		5.826
Others		23.311		31.489		112.136		29.507		16.924
*Sales ()**		143.156		179.360		56.560		17.786		10.708

Total		599.849		799.437		601.864		293.179		217.054


		(*) Expenses with offices abroad and allowance for doubtful accounts.


	Consolidated									Parent Company
Other operating expenses (income), net	1Q/08			4Q/07			1Q/07			1Q/08			1Q/07
Provisions for contingencies		(8.697	)		88.836			19.919			—			—
Provision for loss on ICMS credits		49.124			42.031			12.949			34.411			(5.474	)
Provision for profit sharing		47.667			157.785			223.475			26.010			99.696
Fundação Vale do Rio Doce — FVRD		13.195			11.032			12.047			13.195			12.047
Recoverable taxes — PIS and COFINS		(63.879	)		(19.314	)		(317.221	)		(63.879	)		(317.221	)
Others		320.053			327.383			130.455			78.941			4.692

Total		357.463			607.753			81.624			88.678			(206.260	)


	Consolidated						Parent Company
Non operating results - gain on sale of assets	1Q/08		4Q/07		1Q/07		1Q/08		1Q/07
Jubilee Mines N.L.		138.879		—		—		—		—


Total		138.879		—		—		—		--

Subsequent Events

In April 2008, the Company closed a contract with Banco Nacional do Desenvolvimento Econômico e Social (BNDES), The Brazilian National Development Bank, for a committed credit facility totaling R$ 7,3 billions, available for the next 60 months and with a 10-year tenor, with a view to financing part of investment plan for 2008-2012, in the amount of US$ 59 billions.

6 — Attachment I — Statement of Investments in Subsidiaries and Jointly-Controlled Companies


Period ended march 31, 2008	In thousands of reais
					Accounting information
	Participation (%)				Assets						Liabilities and stockholders’ equity							Statement of income
							Non-current						Non-current
									Investments,
									property plant				Long-term,
									and equipment				deferred income		Adjusted					Cost of			Operating					Income tax
									and deferred				and minority		stockholders’					products and			income			Non-operating		and Social			Adjusted net
	Total		Voting		Circulante		Long-term		charges		Current		interest		equity			Net revenues		services			(expenses)			result		contribution			income (loss)
Jointly-controlled companies
ALBRAS — Alumínio Brasileiro S.A.		51,00		51,00		604.976		1.341.711		1.085.835		666.750		603.029		1.762.743			507.262		(389.192	)		(149.772	)		—		(14.510	)		(46.212	)
ALUNORTE — Alumina do Norte do Brasil S.A.		57,03		61,74		912.211		12.099		5.067.604		616.833		1.297.515		4.077.566			574.017		(476.079	)		(133.300	)		—		(7.679	)		(43.041	)
Brasilux S.A.		100,00		100,00		3.713		28.548		—		11.777		—		20.484			—		—			120			—		(104	)		16
Cadam S.A		61,48		100,00		146.015		57.714		197.775		37.844		70.773		292.888			48.209		(46.356	)		(18.336	)		—		—			(16.483	)
Companhia Paulista de Ferro Ligas		100,00		100,00		72.680		175.760		1.525		141.272		95.233		13.460			—		—			3.248			—		561			3.809
Companhia Portuária Baia de Sepetiba — CPBS		100,00		100,00		312.167		6.312		157.735		271.000		34		205.180			66.299		(37.597	)		1.938			—		(10.401	)		20.239
CVRD International S.A.		100,00		100,00		10.115.396		52.984.839		47.135.461		6.637.265		45.851.036		57.747.394			5.619.280		(4.164.190	)		(149.239	)		—		(15.819	)		1.290.032
CVRD Overseas Ltd.		100,00		100,00		544.537		311.896		933.689		1.265.058		35.104		489.961			781.375		(562.907	)		(11.773	)		—		—			206.695
Docepar S.A.		100,00		100,00		2.472		296.811		149		31.176		266.352		1.905			—		—			(6.128	)		—		—			(6.128	)
Ferro Gusa Carajás S.A.		100,00		100,00		156.603		991		346.926		119.610		673		384.237			52.263		(41.327	)		(257	)		—		(9.820	)		859
Ferrovia Centro — Atlântica S.A.		100,00		100,00		306.366		108.522		1.568.455		163.042		1.943.742		(123.441	)		169.763		(154.125	)		(10.973	)		—		—			4.665
Ferrovia Norte Sul S.A.		100,00		100,00		500		—		1.525.214		484.482		305.303		739.621			—		—			—			—		—			—
Florestas Rio Doce S.A.		99,90		100,00		8.378		25.542		3.694		5.740		7.766		24.110			—		—			534			—		(183	)		351
Mineração Tacumã Ltda.		100,00		100,00		133		—		1.666.548		17.450		1.788.341		(139.110	)		—		—			4.665			—		—			4.665
Minerações Brasileiras Reunidas S.A. — MBR (a)		92,99		92,99		423.748		24.502		5.161.511		926.003		921.475		3.762.283			—		(66.171	)		66.209			—		5.716			5.754
Para Pigmentos S.A		86,17		85,57		113.557		16.403		235.343		153.898		129.903		81.502			47.141		(43.879	)		(8.372	)		—		—			(5.110	)
Rio Doce Manganês S.A.		100,00		100,00		827.776		108.548		341.586		349.967		245.521		682.422			333.132		(126.553	)		(27.043	)		—		(35.319	)		144.217
Rio Doce Manganèse Europe — RDME		100,00		100,00		277.881		45.224		51.168		102.184		16.155		255.933			169.891		(124.331	)		6.142			—		(13.995	)		37.707
Rio Doce Manganése Norway AS		100,00		100,00		204.576		—		56.446		43.261		91.358		126.403			107.091		(62.921	)		(16.007	)		—		(2.856	)		25.307
Salobo Metais S.A.		100,00		100,00		71.563		—		1.030.091		24.310		779.279		298.065			—		—			—			—		—			—
Urucum Mineração S.A.		100,00		100,00		104.557		11.818		56.163		19.758		102.643		50.137			43.951		(22.564	)		(5.768	)		—		(4.799	)		10.820
Valesul Alumínio S.A. (a)		100,00		100,00		135.339		87.995		522.411		75.645		32.547		637.555			100.607		(84.081	)		(11.646	)		—		(2.814	)		2.066
Vale Australia Pty Ltd.		100,00		100,00		267.113		131.695		1.813.465		175.464		1.578.362		458.446			125.722		(125.987	)		(44.022	)		—		23.916			(20.371	)
Vale Inco		100,00		100,00		8.349.072		145.600		47.987.384		3.884.092		39.114.515		13.483.450			4.189.022		(2.212.424	)		(910.277	)		138.879		(571.098	)		634.102
Vale Overseas Ltd.		100,00		100,00		196.113		10.046.239		—		196.113		10.046.239		—			—		—			—			—		—			—

Jointly-controlled companies
Baovale Mineração S.A.		50,00		100,00		52.195		26		55.154		23.856		—		83.519			7.947		(1.406	)		(234	)		—		(892	)		5.415
California Steel Industries, Inc.		50,00		50,00		781.139		—		427.594		356.869		262.364		589.499			640.379		(595.536	)		(24.218	)		—		(8.314	)		12.311
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		50,00		50,00		202.455		26.746		248.283		181.084		131.029		165.372			107.763		(96.040	)		(2.913	)		—		(3.646	)		5.164
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		50,89		51,00		208.797		69.937		142.117		214.704		49.048		157.097			144.995		(129.400	)		(3.324	)		—		(5.138	)		7.133
Companhia Ítalo-Brasileira de Pelotização — ITABRASCO		50,90		51,00		179.681		60.816		163.490		174.478		64.411		165.101			136.495		(120.715	)		(6.400	)		—		(4.665	)		4.715
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		51,00		51,11		258.164		70.144		348.217		416.343		61.892		198.291			213.860		(219.201	)		(9.054	)		—		1.219			(13.176	)
Minas da Serra Geral S.A. — MSG		50,00		50,00		25.777		24.929		68.656		2.555		19.794		97.013			6.076		(2.507	)		(856	)		—		(567	)		2.146
Mineração Rio do Norte S.A.		40,00		40,00		273.840		560.903		905.160		476.750		628.983		634.170			206.543		(121.170	)		(17.206	)		—		(25.009	)		43.158
MRS Logística S.A. (a)		41,50		37,86		683.786		308.357		2.030.350		864.087		835.850		1.322.556			532.344		(301.262	)		(39.274	)		—		(70.363	)		121.445
Samarco Mineração S.A.		50,00		50,00		688.695		426.946		3.335.163		1.738.683		1.716.262		995.859			576.988		(275.764	)		(70.939	)		—		(57.342	)		172.943

Observances:


(a)		Includes direct and indirect participation.

Additional information of the main operational investee companies are available on the Vale website www.vale.com, investor relations.


7 —		REPORT OF THE INDEPENDENT ACCOUNTANTS

(Report of the Independent Accountants Page 1)

(Report of the Independent Accountants Page 2)

B — ADDITIONAL INFORMATION

8 — CASH GENERATION (UNAUDITED)

The consolidated operating cash generation measured by EBITDA (earnings before financial results, results of equity investments, interest, income tax and depreciation, amortization and depletion increased by dividends received) was R$6,637,827 on 03/31/2008 against R$8,396,435 on 03/31/2/07, a decrease of 26%.

EBITDA is not a BR GAAP measure and does not represent the expected cash flow for the periods presented and for this reason should not be considered as an alternative measure to net income (loss), as an indicator of our operating performance or as an alternative to cash flow as a source of liquidity.

Our definition of EBITDA may not be comparable with EBITDA as defined by other companies.

EBITDA


	1T/08			4T/07			1T/07
Resultado operacional — EBIT		5.324.899			5.055.326			8.079.998
Depreciação/Amortização de ágio		1.312.928			1.299.951			856.437

		6.637.827			6.355.277			8.936.435
Dividendos recebidos		—			75.018			—

EBITDA (LAJIDA)		6.637.827			6.430.295			8.936.435

Depreciação/Amortização de ágio		(1.312.928	)		(1.299.951	)		(856.437	)
Dividendos recebidos		—			(75.018	)		—
Resultado de participações societárias		(449.180	)		(573.588	)		(252.570	)
Resultado não operacional		138.879			—			—
Resultado Financeiro líquido		(2.056.167	)		394.886			(208.342	)
Imposto de renda e contribuição social		(669.883	)		(182.878	)		(2.074.729	)
Participações de minoritários		(35.653	)		(284.078	)		(449.034	)

Lucro líquido do período		2.252.895			4.409.668			5.095.323

Consolidated EBITDA by segment


	EBITDA
Segments	1Q/08			4Q/07			1Q/07
Ferrous minerals		3.400.034			3.740.963			3.906.759
Non-ferrous minerals		2.738.195			2.154.930			4.076.544
Logistics		313.360			309.499			355.164
Holdings
Aluminum		261.798			308.220			656.982
Steel		21.602			(11.843	)		10.593
Others		(97.162	)		(71.474	)		(69.607	)

		6.637.827			6.430.295			8.936.435

9 —

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE OPERATING RESULTS IN THE PERIODS OF THREE MONTHS ENDED MARCH 31, 2008 COMPARED WITH MARCH 31, 2007

As a result of the analysis some general aspects must be considered, as follows:

On 03/31/08 about 93% of the consolidated gross revenue and 49% of consolidated total cost are linked to other currencies different from real. As a result, exchange rate fluctuations have a significant impact on the financial expenses and income.

On 03/31/08, among the consolidated short-term and long-term loans, 64% are denominated in U.S. dollars. As a result, exchange rate fluctuations have a significant impact on the financial expenses and income.

The average dollar rate fell 17,6% between periods (R$1,7379 on 03/31/08 against R$2,1085 on 03/31/07), partially offset by price increases, and exchange rates between the periods fell 14,7% (R$1,7491 on 03/31/08 against R$2,0504 on 03/31/07).

The balance of Consolidated Trade Balance was of:


	In US$ million
	1Q/08			4Q/07			1Q/07
Exports		3.014			3.276			2.441
Imports		(276	)		(422	)		(177	)

		2.738			2.854			2.264

9.1 — Consolidated

9.1.1 — Gross revenue


	In thousands of metric tons (except railroad transportation)						In thousands of reais
	1Q/08		4Q/07		1Q/07		1Q/08		4Q/07		1Q/07
Iron ore		64.789		66.382		55.792		5.200.468		5.752.799		4.905.667
Pellets (*)		9.856		10.522		9.581		1.434.914		1.574.292		1.555.379

		74.645		76.904		65.373		6.635.382		7.327.091		6.461.046

Manganese		146		256		83		69.161		64.414		13.113
Ferroalloys		123		126		124		503.757		491.534		288.144

								572.918		555.948		301.257

Copper		93		120		93		388.341		364.355		305.476
Finished copper		35		53		38		491.050		594.940		454.955
Nickel		66		68		71		3.278.585		3.606.934		5.973.019
Potash		158		174		161		111.458		104.029		66.887
Kaolin		263		349		269		92.710		131.923		105.327
Precious metals		740		20		22		270.225		180.092		192.551
Cobalt (t)		—		686		580		106.482		70.031		59.666

								4.738.851		5.052.304		7.157.881

Railroad transportation (millions of TKU) (**)		8.272		10.427		9.328		664.485		713.952		616.762
Port services		5.880		6.772		7.046		94.476		102.647		127.373
Boat services		—		—		—		21.709		19.274		12.960
Maritime transportation		—		—		—		6.176		7.468		50.282

								786.846		843.341		807.377

Aluminum		136		135		134		628.740		624.489		836.662
Alumina		833		959		700		481.803		552.075		510.962
Bauxite		993		1.110		1.239		61.314		69.976		84.678

								1.171.857		1.246.540		1.432.302

Steel		233		207		216		320.189		265.173		331.625
Pig iron		78		68		75		51.961		44.299		46.106
Coal		1.005		628		—		125.721		89.156		—
Other products and services		—		—		—		145.333		97.434		91.316

								643.204		496.062		469.047

								14.549.058		15.521.286		16.628.910


(*)		Includes revenues of providing services to subsidiaries of control shared in the amounts of R$20,226, R$24,719, and R$17,355 referring to the 1Q/08, 4Q/07, 1Q/07, respectively.

(**)		The Company carried through its railroad system of 5.747, 7.089 and 6.610 millions of TKUs of general cargo and 2.525, 3.338, and 2.718 millions of TKUs of iron ore for third parties in 1Q/08, 4Q/07, 1Q/07, respectively.

Sales volume and revenues by products and services:

The 13% gross revenue decrease, from R$16,628,910 to R$14,549,058 was due to:

	•		Decrease of prices on nickel sales; and

	•		The devaluation of the average dollar compared with the real in 17,6%.

Gross consolidated revenue by segment


							Holdings				Quarter
	Ferrous		Non - Ferrous
	Minerals		Minerals		Logistics		Aluminum		Others		1Q/08		%		4Q/07		%		1Q/07		%
External market
Latin America		430.866		2.458		1.534		54.664		—		489.522		3		522.729		3		544.646		3
Canada		12.736		578.016		—		138.101		—		728.853		5		937.641		6		974.071		6
United States (USA)		62.000		986.540		892		112.955		372.151		1.534.538		11		1.490.425		10		1.943.062		12
Germany		707.240		232.969		1.031		2.326		—		943.566		6		910.850		6		832.641		5
Belgium		194.580		11.499		407		105.465		—		311.951		2		277.957		2		378.315		2
France		218.878		58.613		710		—		—		278.201		2		373.304		2		364.907		2
England		173.933		326.200		2.625		7.168		—		509.926		4		434.953		3		587.072		4
Italy		262.454		53.271		381		740		—		316.846		2		359.418		2		286.763		2
Europe, except for Germany, Belgium, France, England and Italy		435.342		305.435		4.836		269.893		1.964		1.017.470		7		1.110.678		7		809.107		5
Middle East/Africa/Oceania		259.972		29.733		468		61.424		2.445		354.042		2		462.805		3		415.262		2
China		1.934.614		481.136		1.828		16.880		—		2.434.458		17		2.825.714		18		2.645.635		16
South Korea		154.954		297.296		953		—		—		453.203		3		718.827		5		934.495		6
Japan		635.045		589.103		2.071		235.544		66.586		1.528.349		11		1.535.439		10		1.879.706		11
Taiwan		88.022		366.291		—		—		—		454.313		3		187.480		1		1.359.700		8
Ásia, other than China, South Korea, Japan and Taiwan		480.589		307.841		667		—		54.727		843.824		6		904.439		6		440.873		3

		6.051.225		4.626.401		18.403		1.005.160		497.873		12.199.062		84		13.052.659		84		14.396.255		87
Brazil		1.271.141		155.128		753.326		170.005		396		2.349.996		16		2.468.627		16		2.232.655		13

Total		7.322.366		4.781.529		771.729		1.175.165		498.269		14.549.058		100		15.521.286		100		16.628.910		100

9.1.2 — Cost of products and services


	Denominated in
	R$			Other currencies			1Q/08		4Q/07		1Q/07
Personnel		494.146			456.972			951.118		1.020.660		963.910
Material		854.427			702.013			1.556.440		1.239.932		1.155.540
Oil and gas		507.833			334.823			842.656		853.364		679.461
Outsourced services		691.727			437.222			1.128.949		1.423.557		996.571
Energy		375.993			78.923			454.916		447.927		462.009
Raw Material		7.287			636.551			643.838		882.518		1.482.813
Depreciation and depletion		549.432			682.543			1.231.975		1.222.658		734.600
Amortization of goodwill		—			—			—		—		51.416
Others		325.119			376.512			701.631		1.069.543		720.507

Total		3.805.964			3.705.559			7.511.523		8.160.159		7.246.827

		51	%		49	%

The 3,7% increase in the cost of products and services (R$7,511,523 on 03/31/08 against R$ 7,426,827 on 03/31/07) resulting in changes in volumes sold and prices adjustments of materials, oil and gas, energy and services that comprise production cost during the period.

9.1.3 — Selling and administrative expenses

Selling expenses increased by 153,1% from R$56,560 on 03/31/07 to R$143,156 on 03/31/08, while administrative expenses decreased by 16,2% from R$545,304 on 03/31/07 to R$456,693 on 03/31/08, basically due to decrease in personnel expenses, as well expenses with infrastructure and support.

9.1.4 — Research and development

Research and development increased by 38,5%, from R$239,050 on 03/31/07 to R$331,006 on 03/31/08, reflecting CVRD expansion plan to diversify production and expansion of production to meet world demand.

9.1.5 — Other operating expenses

Other operating expenses increased R$275,839, from R$81,624 on 03/31/07 to R$357,463 on 03/31/08.

9.1.6 — Net financial results

The net financial result had a change of R$1,847,825 (R$2,056,167 on 03/31/08 against R$208,342 on 03/31/07) reflecting the effects of the exchange rate variation of the real front to the dollar on debts which was partially offset with expenditure of exchange rate on the external, with increasing loss in derivatives (especially aluminum).

9.1.7 — Income tax and social contribution

Income tax and social contribution reflected an expense of R$669,883 on 03/31/08 compared with an expense of R$ 2,074,729 on 03/31/07, mainly caused by decrease of taxable income.

9.2 — Parent Company

9.2.1 — Gross revenue

The 17,0% increase in gross revenue (R$5,872,084 on 03/31/08 against R$5,017,236 on 03/31/07) is the result of the 42,7% increase in sales of tons of iron ore. These positive effects on the company’s revenue were partially decreased by the average valuation of 17% of the real face of the American currency, incident on revenue of the Company.

9.2.2 — Cost of products and services

Cost of products and services sold on 03/31/07 was R$2,776,367, against R$3,530,416 on 03/31/08 representing a 27,2% increase. The main factors are, higher volumes sold, contracts readjustments and the increase of assets, which results in an increase of expenses of depreciation.

9.2.3 — Gross margin

Gross margin decreased 5,2% (from 41,6% on 03/31/07 to 36,4% on 03/31/08), mainly caused by the devaluation of the dollar face of the real.

9.2.4 — Equity Results

The results of equity investments decreased by R$1,933,260 from R$3,333,801 on 03/31/07 to R$1,400,541on 03/31/08.

9.2.5 — Selling and administrative expenses

Selling expenses increased by R$7,078, from R$10,708 on 03/31/07 to R$17,786 on 03/31/08, while administrative expenses increased 33,5% from R$206,346 on 03/31/07 to R$275,393 on 03/31/08, basically due to increase in personnel expenses due to collective bargaining and expenses with professional services, infrastructure and support.

9.2.6 — Research and development

Research and development increased by 59,6%, from R$116,184 on 03/31/07 to R$185,447 on 03/31/08, reflecting the CVRD expansion plan to diversify production and expansion of production to meet world demand.

9.2.7 — Other operating expenses (income)

Other operating expenses decreased by R$294,938, from R$206,260 of incomes on 03/31/07 to R$88,678 of expenses on 03/31/08.

9.2.8 — Net financial results

The net financial results on 03/31/08 had a negative impact of R$1,065,051(expense of R$678,918 on 03/31/08 against income of R$386,133 on 03/31/07) basically due to the exchange rate variation effect of the Real against the dollar for the foreign debt.

9.2.9 — Income tax and social contribution

Income tax and social contribution had a revenue of R$73,891 on 03/31/08 compared with an expense of R$478,296 on 03/31/07, mainly caused by the decrease of taxable income.

10— Board of Directors, Fiscal Council, Advisory Committees and Executive Officers

Board of Directors

Sérgio Ricardo Silva Rosa
Chairman

Mário da Silveira Teixeira Júnior
Vice-President

Luciano Galvão Coutinho
Francisco Augusto da Costa e Silva
João Batista Cavagliberi
Jorge Luiz Pacheco
José Ricardo Sasseron
Oscar Augusto de Camargo Filho
Renato da Cruz Gomes
Sandro Kohler Marcondes

Advisory Committees of the Board of Directors

Controlling Committee
Luiz Carlos de Freitas
Paulo Roberto Ferreira de Medeiros

Executive Development Committee

João Moisés de Oliveira
José Ricardo Sasseron
Oscar Augusto de Camargo Filho

Strategic Committee
Roger Agnelli
Gabriel Stoliar
Mário da Silveira Teixeira Júnior
Oscar Augusto de Camargo Filho
Sérgio Ricardo Silva Rosa

Finance Committee

Fabio de Oliveira Barbosa
Ivan Luiz Modesto Schara
Luiz Maurício Leuzinger
Wanderlei Viçoso Fagundes

Governance and Sustainability Committee
Jorge Luiz Pacheco
Renato da Cruz Gomes
Ricardo Simonsen

Fiscal Council

Marcelo Amaral Moraes
Chairman

Aníbal Moreira dos Santos
Bernard Appy
José Bernardo de Medeiros Neto

Alternate
Oswaldo Mário Pêgo de Amorim Azevedo
Tarcísio José Massote de Godoy
Marcos Coimbra

Executive Officers

Roger Agnelli
Chief Executive Officer and Investor Relations

Carla Grasso
Executive Officer for Human Resources and Corporate Services

Eduardo de Salles Bartolomeo
Executive Officer for Logistics

Fabio de Oliveira Barbosa
Chief Financial Officer and Investor Relations

Gabriel Stoliar
Executive Officer for Planning and Business Development

José Carlos Martins
Executive Officer for Ferrous Minerals

José Lancaster
Executive Officer for Copper, Coal and Aluminum

Murilo de Oliveira Ferreira
Executive Officer for Nickel and Basic Metals Comercialization

Tito Botelho Martins
Executive Officer for Corporate Affairs and Energy

Demian Fiocca
Executive Officer for Technology and Management

Marcus Vinícius Dias Severini
Chief Officer of Accounting and Control Department

Vera Lúcia de Almeida Pereira Elias
Chief Accountant
CRC-RJ — 043059/O-8

Equity Investee Information — 03/31/2008


Aluminum Area — Albras (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												Período de três meses findos em
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — external market	MT (thousand)		7			—		—		—		7			108			123			108			104			456
Quantity sold — internal market	MT (thousand)		109			—		—		—		109			7			6			7			6			26

Quantity sold — total	MT (thousand)		116			—		—		—		116			115			129			115			110			482


Average sales price — external market	US$		2,486.87			—		—		—		2,486.87			2,688.76			2,727.00			2,631.55			2,405.80			2,611.76
Average sales price — internal market	US$		2,307.59			—		—		—		2,307.59			2,500.55			2,689.00			2,599.78			2,196.61			2,372.90
Average sales price — total	US$		2,476.70			—		—		—		2,476.70			2,677.30			2,724.78			2,585.19			2,393.38			2,598.49

Long-term indebtedness, gross	US$		283,333			—		—		—		283,333			319,272			311,912			305,833			300,718			300,718
Short-term indebtedness, gross	US$		111,462			—		—		—		111,462			3,501			—			2,034			40,083			40,083

Total indebtedness, gross	US$		394,795			—		—		—		394,795			322,773			311,912			307,867			340,801			340,801


Stockholders’ equity	R$		1,762,743			—		—		—		1,762,743			1,593,343			1,661,559			1,851,784			1,775,488			1,775,488


Net operating revenues	R$		507,262			—		—		—		507,262			654,600			700,893			577,381			478,152			2,411,026
Cost of products	R$		(389,192	)		—		—		—		(389,192	)		(419,374	)		(464,066	)		(400,422	)		(373,884	)		(1,657,746	)
Other expenses / revenues	R$		(33,556	)		—		—		—		(33,556	)		(23,417	)		(34,666	)		(29,700	)		(48,011	)		(135,794	)
Depreciation, amortization and depletion	R$		18,680			—		—		—		18,680			18,427			39,204			1,029			15,669			74,329

EBITDA	R$		103,194			—		—		—		103,194			230,236			241,365			148,288			71,926			691,815
Depreciation, amortization and depletion	R$		(18,680	)		—		—		—		(18,680	)		(18,427	)		(39,204	)		(1,029	)		(15,669	)		(74,329	)

EBIT	R$		84,514			—		—		—		84,514			211,809			202,161			147,259			56,257			617,486
Non recurrent intens (Write-down of assets)	R$		(6	)								(6	)		—			—			—			184			184
Net financial result	R$		(116,210	)		—		—		—		(116,210	)		34,420			(19,200	)		128,740			67,136			211,096
Non operational results	R$		—									—			—			—			(5,519	)		—			(5,519	)

Income before income tax and social contribution	R$		(31,702	)		—		—		—		(31,696	)		246,229			182,961			270,480			123,577			823,247
Income tax and social contribution	R$		(14,510	)		—		—		—		(14,510	)		(50,055	)		(114,746	)		(80,256	)		(13,901	)		(258,957	)

Net income	R$		(46,212	)		—		—		—		(46,206	)		196,174			68,215			190,224			109,676			564,290


Aluminum Area — MRN (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												Período de três meses findos em
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — external market	MT (thousand)		1,369			—		—		—		1,369			1,386			1,356			1,522			2,993			7,257
Quantity sold — internal market	MT (thousand)		2,621			—		—		—		2,621			3,350			2,969			2,939			1,365			10,623

Quantity sold — total	MT (thousand)		3,990			—		—		—		3,990			4,736			4,325			4,461			4,358			17,880


Average sales price — external market	US$		61.52			—		—		—		61.52			33.35			32.47			33.29			30.68			29.80
Average sales price — internal market	US$		53.89			—		—		—		53.89			27.04			27.04			27.69			34.42			33.38
Average sales price — total	US$		56.51			—		—		—		56.51			28.89			28.74			29.60			31.85			30.93

Long-term indebtedness, gross	US$		46,151			—		—		—		46,151			38,936			35,488			26,516			44,715			44,715
Short-term indebtedness, gross	US$		245,429			—		—		—		245,429			204,362			223,553			207,048			147,619			147,619

Total indebtedness, gross	US$		291,580			—		—		—		291,580			243,298			259,041			233,564			192,334			192,334


Stockholders’ equity	R$		634,170			—		—		—		634,170			715,623			825,859			933,029			592,007			592,007


Net operating revenues	R$		206,543			—		—		—		206,543			284,926			249,740			253,386			235,716			1,023,768
Cost of products	R$		(121,170	)		—		—		—		(121,170	)		(142,081	)		(133,000	)		(133,695	)		(133,914	)		(542,690	)
Other expenses / revenues	R$		(4,622	)		—		—		—		(4,622	)		(5,183	)		(5,832	)		(2,840	)		(5,273	)		(19,128	)
Depreciation, amortization and depletion	R$		28,386			—		—		—		28,386			27,234			27,984			27,491			28,118			110,827

EBITDA	R$		109,137			—		—		—		109,137			164,896			138,892			144,342			124,647			572,777
Depreciation, amortization and depletion	R$		(28,386	)		—		—		—		(28,386	)		(27,234	)		(27,984	)		(27,491	)		(28,118	)		(110,827	)

EBIT	R$		80,751			—		—		—		80,751			137,662			110,908			116,851			96,529			461,950
Net financial result	R$		(12,584	)		—		—		—		(12,584	)		4,991			10,310			2,490			2,730			20,521

Income before income tax and social contribution	R$		68,167			—		—		—		68,167			142,653			121,218			119,341			99,259			482,471
Income tax and social contribution	R$		(25,009	)		—		—		—		(25,009	)		(12,368	)		(10,530	)		(12,171	)		(10,128	)		(45,197	)

Net income	R$		43,158			—		—		—		43,158			130,285			110,688			107,170			89,131			437,274


Aluminum Area — Alunorte (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												Período de três meses findos em
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — external market	MT (thousand)		814			—		—		—		814			699			769			828			933			3,229
Quantity sold — internal market	MT (thousand)		235			—		—		—		235			244			252			248			271			1,015

Quantity sold — total	MT (thousand)		1,049			—		—		—		1,049			943			1,021			1,076			1,204			4,244


Average sales price — external market	US$		322.36			—		—		—		322.36			344.85			349.61			340.23			312.26			335.38
Average sales price — internal market	US$		287.59			—		—		—		287.59			309.77			311.69			306.88			275.46			300.38
Average sales price — total	US$		314.57			—		—		—		314.57			335.77			340.25			332.54			303.98			327.01

Long-term indebtedness, gross	US$		740,000			—		—		—		740,000			527,944			558,388			483,873			627,264			595,000
Short-term indebtedness, gross	US$		20,037			—		—		—		20,037			—			—			—			—			32,264

Total indebtedness, gross	US$		760,037			—		—		—		740,000			527,944			558,388			483,873			627,264			627,264


Stockholders’ equity	R$		4,077,566			—		—		—		4,077,566			3,602,210			3,766,403			4,119,110			4,136,553			4,120,607


Net operating revenues	R$		574,017			—		—		—		574,017			670,033			669,980			713,458			655,750			2,709,221
Cost of products	R$		(476,079	)		—		—		—		(476,079	)		(383,541)			(430,068	)		(479,498	)		(512,055	)		(1,805,162	)
Other expenses / revenues	R$		(25,223	)		—		—		—		(25,223	)		(15,470)			(21,684	)		(17,934	)		(30,690	)		(85,778	)
Depreciation, amortization and depletion	R$		36,013			—		—		—		36,013			27,145			31,041			28,305			30,193			116,684

EBITDA	R$		108,728			—		—		—		108,728			298,167			249,269			244,331			143,198			934,965
Depreciation, amortization and depletion	R$		(36,013	)		—		—		—		(36,013	)		(27,145	)		(31,041	)		(28,305	)		(30,193	)		(116,684	)

EBIT	R$		72,715			—		—		—		72,715			271,022			218,228			216,026			113,005			818,281
Net financial result	R$		(108,077	)		—		—		—		(108,077	)		40,691			(29,795	)		57,674			52,961			121,531
Non recurrent intens (Write-down of assets)	R$		—									—			—			—			(37	)		108			71

Income before income tax and social contribution	R$		(35,362	)		—		—		—		(35,362	)		311,713			188,433			273,663			166,074			939,883
Income tax and social contribution	R$		(7,679	)		—		—		—		(7,679	)		(37,767	)		(24,240	)		(69,500	)		(24,958	)		(156,465	)

Net income	R$		(43,041	)		—		—		—		(43,041	)		273,946			164,193			204,163			141,116			783,418


Aluminum Area — Valesul (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												Período de três meses findos em
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — external market	MT (thousand)		4			—		—		—		4			9			10			8			8			35
Quantity sold — internal market	MT (thousand)		16			—		—		—		16			10			16			15			30			71

Quantity sold — total	MT (thousand)		20			—		—		—		20			19			26			23			38			106


Average sales price — external market	US$		2,653.70			—		—		—		2,653.70			2,828.64			2,902.69			2,750.68			2,580.48			2,777.48
Average sales price — internal market	US$		3,786.95			—		—		—		3,786.95			4,037.71			4,068.49			4,045.36			3,415.84			3,722.07
Average sales price — total	US$		3,560.30			—		—		—		3,560.30			3,512.03			3,652.13			3,696.79			3,177.17			3,410.18

Stockholders’ equity	R$		637,555			—		—		—		637,555			279,134			662,457			671,728			649,126			649,126


Net operating revenues	R$		100,607			—		—		—		100,607			146,650			139,569			123,409			120,724			530,352
Cost of products	R$		(84,081	)		—		—		—		(84,081	)		(100,019	)		(108,609	)		(98,114	)		(103,968	)		(410,710	)
Other expenses / revenues	R$		(10,741	)		—		—		—		(10,741	)		(7,436	)		(6,773	)		(10,399	)		(7,611	)		(32,219	)
Depreciation, amortization and depletion	R$		8,099			—		—		—		8,099			3,765			3,662			6,691			6,718			20,836

EBITDA	R$		13,884			—		—		—		13,884			42,960			27,849			21,587			15,863			108,259
Depreciation, amortization and depletion	R$		(8,099	)		—		—		—		(8,099	)		(3,765	)		(3,662	)		(6,691	)		(6,718	)		(20,836	)

EBIT	R$		5,785			—		—		—		5,785			39,195			24,187			14,896			9,145			87,423
Net financial result	R$		(905	)		—		—		—		(905	)		(503	)		(392	)		(188	)		(1,021	)		(2,104	)

Income before income tax and social contribution	R$		4,880			—		—		—		4,880			38,692			23,795			14,708			8,124			85,319
Income tax and social contribution	R$		(2,814	)		—		—		—		(2,814	)		(6,298	)		(5,434	)		(5,437	)		(10,727	)		(27,896	)

Net income	R$		2,066			—		—		—		2,066			32,394			18,361			9,271			(2,603	)		57,423


Pellets Area — Hispanobras (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												As of and for the three-month periods ended
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — external market	MT (thousand)		404			—		—		—		404			565			504			527			879			2,475
Quantity sold — internal market	MT (thousand)		710			—		—		—		710			800			620			510			60			1,990

Quantity sold — total	MT (thousand)		1,114			—		—		—		1,114			1,365			1,124			1,037			939			4,465


Average sales price — external market	US$		71.45			—		—		—		71.45			69.26			77.40			72.50			73.25			72.97
Average sales price — internal market	US$		75.95			—		—		—		75.95			72.97			79.73			74.88			76.94			75.93
Average sales price — total	US$		74.32			—		—		—		74.32			71.43			78.69			73.67			75.39			74.71

Short-term indebtedness, gross	US$		75,338			—		—		—		75,338			6,213			9,338			14,212			45,583			45,583

Total indebtedness, gross	US$		75,338			—		—		—		75,338			6,213			9,338			14,212			45,583			45,583


Stockholders’ equity	R$		157,097			—		—		—		157,097			167,293			149,665			159,658			149,964			149,964


Net operating revenues	R$		144,995			—		—		—		144,995			205,706			175,156			146,352			127,964			655,178
Cost of products	R$		(129,399	)		—		—		—		(129,399	)		(164,230	)		(145,097	)		(100,792	)		(138,321	)		(548,440	)
Other expenses / revenues	R$		(4,226	)		—		—		—		(4,226	)		(2,313	)		(3,659	)		(28,043	)		(2,325	)		(36,340	)
Depreciation, amortization and depletion	R$		1,832			—		—		—		1,832			2,146			1,744			1,624			2,820			8,334

EBITDA	R$		13,202			—		—		—		13,202			41,309			28,144			19,141			(9,862	)		78,732
Depreciation, amortization and depletion	R$		(1,832	)		—		—		—		(1,832	)		(2,146	)		(1,744	)		(1,624	)		(2,820	)		(8,334	)

EBIT	R$		11,370			—		—		—		11,370			39,163			26,400			17,517			(12,682	)		70,398
Net financial result	R$		901			—		—		—		901			(3,060	)		(3,412	)		(2,004	)		(1,425	)		(9,901	)

Income before income tax and social contribution	R$		12,271			—		—		—		12,271			36,103			22,988			15,513			(14,107	)		60,497
Income tax and social contribution	R$		(5,138	)		—		—		—		(5,138	)		(12,506	)		(8,787	)		(5,521	)		4,413			(22,401	)

Net income	R$		7,133			—		—		—		7,133			23,597			14,201			9,992			(9,694	)		38,096


Pellets Area — Itabrasco (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												Período de três meses findos em
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — external market	MT (thousand)		185			—		—		—		185			589			701			282			439			2,011
Quantity sold — internal market	MT (thousand)		843			—		—		—		843			283			657			562			605			2,107

Quantity sold — total	MT (thousand)		1,028			—		—		—		1,028			872			1,358			844			1,044			4,118


Average sales price — external market	US$		75.36			—		—		—		75.36			75.72			74.48			77.40			75.60			75.60
Average sales price — internal market	US$		75.11			—		—		—		75.11			71.33			73.81			75.02			74.37			73.64
Average sales price — total	US$		75.15			—		—		—		75.15			73.53			74.16			75.82			74.89			74.60

Short-term indebtedness, gross	US$		51,974			—		—		—		51,974			—			—			32,376			42,600			42,600

Total indebtedness, gross	US$		51,974			—		—		—		51,974			—			—			32,376			42,600			42,600


Stockholders’ equity	R$		165,101			—		—		—		165,101			143,226			117,480			126,996			160,386			160,386


Net operating revenues	R$		136,495			—		—		—		136,495			136,746			201,246			124,047			139,642			601,681
Cost of products	R$		(120,715	)		—		—		—		(120,715	)		(111,373	)		(171,403	)		(116,301	)		(124,474	)		(523,551	)
Other expenses / revenues	R$		(4,902	)		—		—		—		(4,902	)		2,557			(7,720	)		9,391			(3,852	)		376
Depreciation, amortization and depletion	R$		2,560			—		—		—		2,560			(1,325	)		4,645			1,137			2,160			6,617

EBITDA	R$		13,438			—		—		—		13,438			26,605			26,768			18,274			13,476			85,123
Depreciation, amortization and depletion	R$		(2,560	)		—		—		—		(2,560	)		1,325			(4,645	)		(1,137	)		(2,160	)		(6,617	)

EBIT	R$		10,878			—		—		—		10,878			27,930			22,123			17,137			11,316			78,506
Net financial result	R$		(1,498	)		—		—		—		(1,498	)		(2,229	)		(1,148	)		(1,784	)		(1,216	)		(6,377	)

Income before income tax and social contribution	R$		9,380			—		—		—		9,380			25,701			20,975			15,353			10,100			72,129
Income tax and social contribution	R$		(4,665	)		—		—		—		(4,665	)		(9,706	)		(7,751	)		(6,198	)		(8,779	)		(32,434	)

Net income	R$		4,715			—		—		—		—			15,995			13,224			9,155			1,321			39,695


Pellets Area — Kobrasco (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												Período de três meses findos em
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — external market	MT (thousand)		434			—		—		—		434			323			83			155			378			939
Quantity sold — internal market	MT (thousand)		270			—		—		—		270			895			1,120			1,050			243			3,308

Quantity sold — total	MT (thousand)		704			—		—		—		704			1,218			1,203			1,205			621			4,247


Average sales price — external market	US$		75.23			—		—		—		75.23			70.85			71.00			70.23			75.61			72.68
Average sales price — internal market	US$		73.64			—		—		—		73.64			71.75			72.00			80.03			70.43			72.79
Average sales price — total	US$		74.62			—		—		—		74.62			71.51			72.00			78.77			73.58			72.77
Long-term indebtedness, gross	US$		104,946			—		—		—		104,946			54,837			54,837			54,845			53,139			53,139
Short-term indebtedness, gross	US$		66,424									66,424			—			—			—			98,604			98,604

Total indebtedness, gross	US$		171,370			—		—		—		171,370			54,837			54,837			54,845			151,743			151,743


Stockholders’ equity	R$		165,372			—		—		—		165,372			115,240			134,741			152,850			160,208			160,208


Net operating revenues	R$		107,763			—		—		—		107,763			183,621			177,206			181,770			110,990			653,587
Cost of products	R$		(96,040	)		—		—		—		(96,040	)		(154,038	)		(145,562	)		(156,395	)		(100,710	)		(556,705	)
Other expenses / revenues	R$		(3,144	)		—		—		—		(3,144	)		(3,380	)		(3,743	)		(3,374	)		(2,388	)		(12,885	)
Depreciation, amortization and depletion	R$		2,747			—		—		—		2,747			2,760			2,760			3,866			3,361			12,747

EBITDA	R$		11,326			—		—		—		11,326			28,963			30,661			25,867			11,253			96,744
Depreciation, amortization and depletion	R$		(2,747	)		—		—		—		(2,747	)		(2,760	)		(2,760	)		(3,866	)		(3,361	)		(12,747	)

EBIT	R$		8,579			—		—		—		8,579			26,203			27,901			22,001			7,892			83,997
Net financial result	R$		231			—		—		—		231			4,983			4,983			6,235			2,671			18,872

Income before income tax and social contribution	R$		8,810			—		—		—		8,810			31,186			32,884			28,236			10,563			102,869
Income tax and social contribution	R$		(3,646	)		—		—		—		(3,646	)		(11,392	)		(13,383	)		(10,127	)		(3,205	)		(38,107	)


Pellets Area — Nibrasco (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												As of and for the three-month periods ended
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — external market	MT (thousand)		584			—		—		—		584			658			1,091			595			877			2,156
Quantity sold — internal market — CVRD	MT (thousand)		927			—		—		—		927			1,298			495			944			1,085			4,887
Quantity sold — internal market — Others	MT (thousand)		—			—		—		—		—			35			—			—			—			35

Quantity sold — total	MT (thousand)		1,511			—		—		—		1,511			1,991			1,586			1,539			1,962			7,078


Average sales price — external market	US$		72.93			—		—		—		72.93			69.98			73.82			72.73			73.76			72.57
Average sales price — internal market	US$		70.19			—		—		—		70.19			67.80			68.15			71.32			71.30			69.69
Average sales price — total	US$		71.25			—		—		—		71.25			67.33			72.05			71.85			72.40			70.77

Long-term indebtedness, gross	US$		—			—		—		—		—			2,782			—			2,199			—			—
Short-term indebtedness, gross	US$		92,376									92,376			—			26,989			54,875			96,177			96,177

Total indebtedness, gross	US$		92,376			—		—		—		92,376			2,782			—			57,074			96,177			96,177


Stockholders’ equity	R$		198,291			—		—		—		198,291			189,798			187,414			205,218			211,467			211,467


Net operating revenues	R$		213,860			—		—		—		213,860			301,046			255,440			247,330			271,665			1,075,481
Cost of products	R$		(219,200	)		—		—		—		(219,200	)		(237,777	)		(249,085	)		(219,861	)		(255,887	)		(962,610	)
Other expenses / revenues	R$		(10,402	)		—		—		—		(10,402	)		(27,159	)		(7,795	)		(3,011	)		(6,159	)		(44,124	)
Depreciation, amortization and depletion	R$		4,271			—		—		—		4,271			(2,917	)		8,775			2,954			3,344			12,156

EBITDA	R$		(11,471	)		—		—		—		(11,471	)		33,193			7,335			27,412			12,963			80,903
Depreciation, amortization and depletion	R$		(4,271	)		—		—		—		(4,271	)		2,917			(8,775	)		(2,954	)		(3,344	)		(12,156	)

EBIT	R$		(15,742	)		—		—		—		(15,742	)		36,110			(1,440	)		24,458			9,619			68,747
Net financial result	R$		1,346			—		—		—		1,346			(404	)		335			2,815			245			2,991

Income before income tax and social contribution	R$		(14,396	)		—		—		—		(14,396	)		35,706			(1,105	)		27,273			9,864			71,738
Income tax and social contribution	R$		1,219			—		—		—		1,219			(13,008	)		(1,280	)		(9,459	)		(3,625	)		(27,372	)

Net income	R$		(13,177	)		—		—		—		(13,177	)		22,698			(2,385	)		17,814			6,239			44,366


Pellets Area — Samarco (Adjusted and Unaudited)

		2008												2007
Information		As of and for the three-month periods ended												Período de três meses findos em
		March 31			June 30		September 30		December 31		Total			31 de março			30 de junho			30 de setembro			31 de dezembro			Total


Quantity sold — Pellets	MT (thousand)		3,010			—		—		—		3,010			3,003			3,742			3,241			4,373			14,359
Quantity sold — Iron ore	MT (thousand)		168			—		—		—		168			463			638			302			358			1,761

Average sales price — Pellets	US$		105.51			—		—		—		105.51			77.51			82.38			83.61			82.58			81.70
Quantity sold — Iron ore	US$		47.61			—		—		—		47.61			46.79			46.78			45.30			49.14			47.01

Long-term indebtedness, gross	US$		799,634			—		—		—		799,634			737,926			817,457			807,753			799,087			799,087
Short-term indebtedness, gross	US$		591,496			—		—		—		591,496			192,157			323,841			397,992			572,218			572,218

Total indebtedness, gross	US$		1,391,130			—		—		—		1,391,130			930,083			1,141,298			1,205,745			1,371,305			1,371,305


Stockholders’ equity	R$		995,859			—		—		—		995,859			970,015			1,018,112			1,175,289			823,011			823,011


Net operating revenues	R$		576,988			—		—		—		576,988			557,293			667,398			551,937			684,666			2,461,294
Cost of products	R$		(275,764	)		—		—		—		(275,764	)		(233,161	)		(269,773	)		(221,186	)		(339,323	)		(1,063,443	)
Other expenses / revenues	R$		(76,574	)		—		—		—		(76,574	)		(39,119	)		(152,413	)		(62,990	)		(123,636	)		(378,158	)
Depreciation, amortization and depletion	R$		13,635			—		—		—		13,635			13,884			15,631			16,346			16,555			62,416

EBITDA	R$		238,285			—		—		—		238,285			271,129			260,843			284,107			238,262			1,082,109
Depreciation, amortization and depletion	R$		(13,635	)		—		—		—		(13,635	)		(13,884	)		(15,631	)		(16,346	)		(16,555	)		(62,416	)

EBIT	R$		224,650			—		—		—		224,650			257,245			245,212			267,761			221,707			1,019,693
Result of equity investiments	R$		—			—		—		—		—			4,856			6,120			2,532			(13,508	)		—
Net financial result	R$		5,635			—		—		—		5,635			73,965			26,485			43,064			45,347			188,861

Income before income tax and social contribution	R$		230,285			—		—		—		230,285			336,066			277,817			313,357			253,546			1,208,554
Income tax and social contribution	R$		(57,342	)		—		—		—		(57,342	)		(65,216	)		(66,798	)		(64,235	)		(40,322	)		(236,571	)

Net income	R$		172,943			—		—		—		172,943			270,850			211,019			249,122			213,224			971,983

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	COMPANHIA VALE DO RIO DOCE (Registrant)
Date: April 28, 2008	By:	/s/ Roberto Castello Branco
		Roberto Castello Branco
		Director of Investor Relations