CVRD Plans to Offer Two Series of Mandatorily Convertible Notes

    RIO DE JANEIRO, Brazil, June 18 /CNW/ -- Companhia Vale do Rio Doce
(CVRD) hereby announces that it plans to offer in the global capital markets
two series (Series RIO and Series RIO P) of mandatorily convertible notes due
2010 through its wholly-owned indirect subsidiary Vale Capital Limited (Vale
Capital).  At their maturity and upon certain events, the Series RIO Notes
will be mandatorily converted to American Depositary Shares, each representing
one common share of CVRD, and the Series RIO P Notes will be mandatorily
converted to American Depositary Shares, each representing one preferred class
A share of CVRD.  Together, the American Depositary Shares will represent up
to an aggregate of 28,291,020 common shares and 15,147,728 preferred class A
shares of CVRD, all of which CVRD currently holds as treasury stock.
    The utilization of treasury stock was authorized by the Brazilian
Securities Commission (CVM) on June 14, 2007 and will comply with CVM
Instruction Number 10/80, as amended, except as expressly authorized by CVM,
pursuant to a share purchase agreement to be entered into and between CVRD and
Vale Capital.
    CVRD will use the net proceeds of this offering for general corporate
    The notes will be unsecured and unsubordinated obligations of Vale
Capital and will be fully and unconditionally guaranteed by CVRD.  The
guarantee will be an unsecured and unsubordinated obligation of CVRD.
    Citigroup Global Markets, Inc. (Citi) and J.P. Morgan Securities Inc.
(JPMorgan) are acting as underwriters.
    The offering will be made pursuant to an effective shelf registration
statement.  A preliminary prospectus supplement with further information about
the proposed offering will be filed with the SEC.  Before you invest, you
should read the preliminary prospectus supplement and other documents that
CVRD and Vale Capital have filed with the SEC for more complete information
about CVRD and Vale Capital and the offering.  When available, you may get
these documents for free by visiting EDGAR on the SEC Web site at
Alternatively, Citi and JPMorgan will arrange to send you the prospectus upon
request by calling toll-free +1-800-831-9146 (in the United States), by
calling +1-718-765-6732 (outside the United States), or by contacting them at:
Citigroup Global Markets, Inc., Brooklyn Army Terminal, 140 58th St., 8th
Floor, Brooklyn, New York 11220.

For further information:

For further information: Roberto Castello Branco, , Alessandra Gadelha, , or Marcelo Silva Braga, , or Theo Penedo,,  or
Virginia Monteiro,, all of CVRD, 
+011-55-21-3814-4540 Web Site:

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