EXHIBIT 99.5

                    INSTRUCTION TO REGISTERED HOLDER AND/OR
                   BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
                                       OF

                             VALE OVERSEAS LIMITED

               SERIES A 8.625% ENHANCED GUARANTEED NOTES DUE 2007
                             (THE "OLD SECURITIES")

TO REGISTERED HOLDER AND/OR PARTICIPANT OF THE BOOK-ENTRY TRANSFER FACILITY:

     The undersigned hereby acknowledges receipt of the Prospectus dated [Date
of Prospectus] (the "Prospectus") of Vale Overseas Limited, a Cayman Islands
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer"). Capitalized terms used but not defined herein have the
meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

     This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Securities held by you for the account of
the undersigned.

     The aggregate face amount of the Old Securities held by you for the account
of the undersigned is (fill in amount):

          $          of the Series A 8.625% Enhanced Guaranteed Notes due 2007

     With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

[ ] To TENDER the following Old Securities held by you for the account of the
    undersigned (insert principal amount of Old Securities to be tendered, if
    any):

          $          of the Series A 8.625% Enhanced Guaranteed Notes due 2007

[ ] NOT to TENDER any Old Securities held by you for the account of the
    undersigned.

     If the undersigned instructs you to tender the Old Securities held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, 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 undersigned is a broker-dealer that will receive New Securities for its
own account in exchange for Old Securities, it represents that such Old
Securities were acquired as a result of market-making activities or other
trading activities, and it acknowledges 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 of 1933, as
amended.


                                   SIGN HERE

Name of beneficial owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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