Exhibit 99.2

VALE OVERSEAS LIMITED

Offer to Exchange

Series B 9.0% Guaranteed Notes due 2013

which have been registered under the Securities Act of 1933, as amended,

for any and all Outstanding

Series A 9.0% Guaranteed Notes due 2013

NOTICE OF GUARANTEED DELIVERY

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Vale Overseas Limited (the “Company”) made pursuant to the Prospectus, dated                      (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if certificates for Old Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to JPMorgan Chase Bank (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.

Delivery to: JPMorgan Chase Bank, Exchange Agent

By Mail: JPMorgan Chase Bank 4 New York Plaza, 15th Floor New York, New York 10004 Attn: Institutional Trust Services To Confirm by Telephone or for Information: (212) 623-5175 By Hand: JPMorgan Chase Bank 4 New York Plaza, 15th Floor New York, New York 10004 Attn: Institutional Trust Services Facsimile Transmissions: (212) 623-6214

Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Old Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

Principal Amount of Old Notes Tendered:	Name(s) of Record Holder(s):
$____________________________________
Certificate Nos. (if available):
	Address(es):
If Old Notes will be delivered by book-entry transfer to The Depositary Trust Company, provide account number.	Area Code and Telephone Number(s):
	Signature(s):
Account Number__________________________

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

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GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm that is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office correspondent in the United States or any “eligible guarantor” institution within the meaning of Rule 17Ad-15 of the Exchange Act of 1934, as amended., hereby (a) guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, the certificates representing all tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange, Inc. trading days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm:
	(Authorized Signature)
Address:
Area Code and Telephone Number:
	Title:
	Name:
	Date:

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