EXHIBIT 99.3

                               OFFER TO EXCHANGE
               SERIES B 8.625% ENHANCED GUARANTEED NOTES DUE 2007
                 (REGISTERED UNDER THE SECURITIES ACT OF 1933)
                          FOR ANY AND ALL OUTSTANDING
               SERIES A 8.625% ENHANCED GUARANTEED NOTES DUE 2007

                                       OF

                             VALE OVERSEAS LIMITED

To Our Clients:

     Enclosed is a Prospectus, dated March      , 2002, of Vale Overseas
Limited, Cayman Islands (the "Company"), and a related Letter of Transmittal
(which together constitute the "Exchange Offer") relating to the offer by the
Company to exchange its Series B 8.625% Enhanced Guaranteed Notes due 2007 (the
"New Securities"), pursuant to an offering registered under the Securities Act
of 1933, as amended (the "Securities Act"), for a like principal amount of its
issued and outstanding Series A 8.625% Enhanced Guaranteed Notes due 2007 (the
"Old Securities") upon the terms and subject to the conditions set forth in the
Exchange Offer.

     PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [EXPIRATION DATE] UNLESS EXTENDED.

     The Exchange Offer is not conditioned upon any minimum number of Old
Securities being tendered.

     We are the holder of record and/or participant in the book-entry transfer
facility of Old Securities held by us for your account. A tender of such Old
Securities can be made only by us as the record holder and/or participant in the
book-entry transfer facility and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Old Securities held by us for your account.

     We request instructions as to whether you wish to tender any or all of the
Old Securities held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may on your
behalf make the representations contained in the Letter of Transmittal.

     Pursuant to the Letter of Transmittal, each holder of Old Securities will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Securities to be received by the holder are being acquired
in the ordinary course of its business, and (iii) the holder has no arrangement
or understanding with any person to participate, and is not engaged and does not
intend to engage in a distribution (within the meaning of the Securities Act) of
such New Securities. If the tendering holder is a broker-dealer that will
receive New Securities for its own account in exchange for Old Securities, we
will represent on behalf of such broker-dealer that the Old Securities to be
exchanged for the New Securities were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Securities. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Securities, such broker- dealer is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                         Very truly yours,