United States securities and exchange commission logo





                              December 17, 2020

       Luis Henrique Cals de Beauclair Guimar  es
       Chief Executive Officer
       Cosan S.A.
       Avenida Brigadeiro Faria Lima, 4,100
       16th Floor
       S  o Paulo, Brazil

                                                        Re: Cosan S.A.
                                                            Registration
Statement on Form F-4
                                                            Filed December 9,
2020
                                                            File No. 333-251238

       Dear Mr. Guimar  es:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-4

       Description of CSAN ADSs AND CSAN Deposit Agreement, page 84

   1.                                                   We note that the ADS
Depositary will issue the CSAN ADSs in consideration for CZZ
                                                        Class A Shares. We
further note the disclosure that the CSAN deposit agreement will
                                                        include a provision
that CSAN ADR holders and beneficial owners of CSAN ADSs each
                                                        irrevocably agree that
any legal suit, action or proceeding against or involving CSAN or
                                                        the ADS Depositary,
arising out of or based upon the deposit agreement, the CSAN ADSs
                                                        or the transactions
contemplated thereby, may only be instituted in a state or federal court
                                                        in New York, New York,
and each irrevocably submits to the exclusive jurisdiction of
                                                        such courts in any such
suit, action or proceeding. Please disclose whether this provision
                                                        applies to actions
arising under the Securities Act or Exchange Act. If so, please also state
 Luis Henrique Cals de Beauclair Guimar  es
Cosan S.A.
December 17, 2020
Page 2
      that there is uncertainty as to whether a court would enforce such
provision. If the
      provision applies to Securities Act claims, please also state that
investors cannot waive
      compliance with the federal securities laws and the rules and regulations
thereunder. In
      that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
      for federal and state courts over all suits brought to enforce any duty
or liability created by
      the Securities Act or the rules and regulations thereunder. If this
provision does not apply
      to actions arising under the Securities Act or Exchange Act, please also
ensure that the
      exclusive forum provision in the agreement states this clearly. Please
also file the deposit
      agreement as an exhibit to your registration statement or provide
analysis explaining why
      you are not required to do so pursuant to Item 601 of Regulation S-K.

2.    Disclosure here states that your deposit agreement will include a waiver
of jury trial in any
      suit, action or proceeding against you or the ADS Depositary directly or
indirectly arising
      out of or relating to your CSAN Shares or other deposited securities, the
CSAN ADSs, the
      CSAN ADRs, the deposit agreement, or any transaction contemplated
therein, including
      any suit, action or proceeding under the U.S. federal securities laws.
Please revise to
      include a risk factor to highlight the material risks related to this
provision, including the
      possibility of less favorable outcomes, uncertainty regarding its
enforceability, the
      potential for increased costs to bring a claim, whether it may discourage
or limit suits
      against you and whether the provision applies to purchasers in secondary
transactions.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844
or, in her
absence, Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other questions.



                                                      Sincerely,
FirstName LastNameLuis Henrique Cals de Beauclair Guimar  es
                                                      Division of Corporation
Finance
Comapany NameCosan S.A.
                                                      Office of Energy &
Transportation
December 17, 2020 Page 2
cc:       Manuel Garciadiaz
FirstName LastName