MINUTES OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETINGS OF COMPANHIA VALE DO RIO DOCE, HELD ON APRIL 25, 2001 - Continued.

MINUTE OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF COMPANHIA VALE DO RIO DOCE (CVRD), HELD ON OCTOBER 1, 2001.

PUBLICLY HELD COMPANY

CORPORATE TAX REGISTRATION (CNPJ) # 33.592.510/0001-54

BOARD OF TRADE REGISTRATION (NIRE) # 33.300.019.766

01 - PLACE, DATE AND TIME:

At the Company's headquarters located at Avenida Graça Aranha # 26, 19th floor, Rio de Janeiro, on October 1, 2001, at 4:30pm.

02 - SUMMONS AND ATTENDANCE:

The Extraordinary General Shareholders Meeting was summoned through publication of the Public Notification in the Official Gazette of the State of Rio de Janeiro, in the Jornal do Commercio and in the Diário do Comércio e Indústria, on September 14, 15, 16, 17 and 18, 2001. The meeting took place after it was verified in the Shareholders Attendance Ledger, the presence of shareholders representing majority of voting capital. Also present, under Article 164 of Law # 6,404/76, was Mr. Marcos Fábio Coutinho, effective member of the Audit Committee.

03 - PANEL:

Chairman: Mr. Luiz Tarquinio Sardinha Ferro

Secretary: Mr. Paulo Francisco de Almeida Lopes

04 - ORDER OF THE DAY:

a)  The Approval and Justification for consolidation of S.A. Mineração da Trindade - SAMITRI, pursuant to Articles 224 and 225 of Law Number 6,404/76 ;

b)  The consolidation of SAMITRI, at its book value as stated in its balance sheet of August 31,2001, dispensing the Appraisal Report and without issuance of new shares;

05 - READING OF DOCUMENTS:

The Approval and Justification for consolidation SAMITRI and the Audit Committee’s opinion were read, having both documents been certified by the panel and filed at the headquarters of CVRD.

06 - Deliberations approved by majority vote:

6.1 - the transcription of summary of this minute and its publication without the signatures of the shareholders present at the meeting, under Article 130, § § 1 and 2 of Law # 6,404/76;

6.2 - the Approval and Justification for consolidation of SAMITRI annexed, with transference of its equity to Companhia Vale do Rio Doce (CVRD);

6.3 - the dispensing of an appraisal report, considering that: (i) the equity of SAMITRI was assessed by its book value, according to its balance sheet, as of August 31, 2001; and (ii) as SAMITRI is a wholly owned subsidiary of CVRD, there will be no capital increase at CVRD;

6.4 - the consolidation of SAMITRI into CVRD, by its book value according to the balance sheet of SAMITRI, as of August 31,2001, without issuance of new shares and without capital increase in CVRD. By consolidating SAMITRI, CVRD will unconditionally take over all the assets, rights and liabilities of SAMITRI, among which are the mineral rights hold by SAMITRI, as stated by the Brazilian law.

07 - CLOSING:

At 5:00pm, the minute having been transcribed, read, approved and signed by the Chairman of the panel, secretary and all the shareholders present.

I hereby attest that this is a faithful transcription of the minute recorded in the specific ledger.

Rio de Janeiro, October 1, 2001.

Paulo Francisco de Almeida Lopes

Secretary

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