UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE




                                                                December 11,
2018


  Via Email

  Manuel Garciadiaz
  Davis Polk & Wardwell LLP
  450 Lexington Avenue
  New York, New York 10017

          Re:     Cosan Limited
                  Schedule TO-I filed November 30, 2018
                  SEC File No. 5-83110

  Dear Mr. Garciadiaz:

         The staff in the Office of Mergers and Acquisitions in the Division of
Corporation
  Finance has conducted a review of the filing listed above. All defined terms
have the
  same meaning as in your filing, unless otherwise noted.

         Please respond to this letter promptly by filing an amendment, by
providing the
  requested information, or by advising us when you will provide the requested
response. 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 and the information you provide in
response to
  these comments, we may have additional comments. In some of our comments, we
may
  ask you to provide us with information so we may better understand your
disclosure.

  Offer to Purchase   General

      1. Since insiders of the Company own a significant percentage of its
shares and will
         not tender into this Offer, and you may repurchase up to 7.6% of the
outstanding
         shares, disclose the percentage of shares that will be held by
insiders if the Offer
         is fully subscribed.
 Manuel Garciadiaz, Esq.
Davis Polk &Wardwell LLP
December 11, 2018
Page 2



Conditions of the Tender Offer, page 13

   2. Refer to the disclosure in the second parenthetical in the first
paragraph in this
      section. It is unclear how any shares could be accepted for payment
before the
      Expiration Time. Please advise or revise.

   3. In the second to last line of the first paragraph in this section, you
state that you
      may terminate the Offer "regardless of the circumstances giving rise to
the event
      or events" triggering one of the listed Offer conditions. Similar
language appears
      in the last paragraph of this section on page 15 of the Offer to
Purchase. Please
      revise in both places to avoid the implication that actions or inactions
by you as
      the bidder would allow you to abandon the Offer. All Offer conditions
must be
      outside the control of the bidder to avoid rendering the Offer illusory.

   4. Refer to the Offer condition in the fourth bullet point in this section.
There you
      note that Cosan may terminate the Offer if there is any "material change
in United
      States or any other currency exchange rates." This condition seems very
broad
      and also is unclear. For example, it is not apparent whether you mean
that the
      value of the U.S. dollar has changed materially as measured against
another
      specific currency (and if so, which one?). Does this condition mean that
you can
      end the Offer if the exchange rate of any currency anywhere in the world
      materially changes, whether up or down? Please revise to clarify.

   5. Refer to the Offer condition listed in the sixth bullet point in this
section. Clarify
      what you mean by "since the date of the Offer." Do you mean the day it
      commenced? The day before it commenced? It may be helpful to amend to
      include specific numbers for the DJIA, the NYSE Composite Index and the
S&P
      500 Composite Index, so that target shareholders can determine if this
Offer
      condition has been "triggered."

Miscellaneous, page 24

   6. We note that Cosan is a foreign private issuer incorporated in Bermuda
with
      operations in Brazil. However, we see no mention of any offer being
conducted
      in Brazil. Please advise in your response letter, and confirm that all
target
      shareholders, including those outside the United States, may participate
in this
      Offer, consistent with the all-holders requirements of Rule 13e-4.
 Manuel Garciadiaz, Esq.
Davis Polk &Wardwell LLP
December 11, 2018
Page 3



        We remind you that the filing person is responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action
by the staff. Please contact me at (202) 551- 3263 with any questions about
these
comments.



                                                           Sincerely,

                                                           /s/ Christina Chalk

                                                           Christina Chalk
                                                           Senior Special
Counsel
                                                           Office of Mergers
and
                                                           Acquisitions