EXHIBIT 99.4

                               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 Registered Holders and The Depository
  Trust Company Participants:

     Enclosed are the materials listed below relating to the offer by Vale
Overseas Limited, a Cayman Islands corporation (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
Company's Prospectus, dated March   , 2002, and the related Letter of
Transmittal (which together constitute the "Exchange Offer").

     Enclosed herewith are copies of the following documents:

          1.  Prospectus dated March   , 2002;

          2.  Letter of Transmittal;

          3.  Notice of Guaranteed Delivery;

          4.  Instruction to Registered Holder and/or Book-Entry Transfer
     Participant from Owner; and

          5.  Letter which may be sent to your clients for whose account you
     hold Old Securities in your name or in the name of your nominee, to
     accompany the instruction form referred to above, for obtaining such
     client's instruction with regard to the Exchange Offer.

     WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. 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.

     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 it 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, you
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.

     The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner contains an authorization by the beneficial owners of the
Old Securities for you to make the foregoing representations.


     The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Securities pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Old Securities to it, except as otherwise provided in Instruction 10 of the
enclosed Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the
undersigned.

                                         Very truly yours,

                                         JPMORGAN CHASE BANK

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF VALE OVERSEAS LIMITED OR JPMORGAN CHASE BANK OR AUTHORIZE YOU TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.

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