EXHIBIT 2 INSTRUMENT OF ACCESSION TO THE SHAREHOLDERS AGREEMENT OF VALEPAR S.A.

                                    EXHIBIT 2

              INSTRUMENT OF ACCESSION TO THE SHAREHOLDERS AGREEMENT
                                 OF VALEPAR S.A.

                  Mitsui & Co., Ltd. ("Mitsui"), a company organized under the
laws of Japan, with headquarters in ▇-▇, ▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇,
▇▇▇▇▇,

WHEREAS, Mitsui has entered into a certain Stock Purchase Agreement (the
"Agreement"), dated as of March 31, 2003, with ▇▇▇▇▇▇▇▇▇ S.A. ("Bradespar"),
Millennium Security Holdings Corp. ("Millennium") and Babie Participacoes S.A.
("Babie"), pursuant to which the parties thereto have agreed to sell to Mitsui
19,607,357 ordinary shares (the "Mitsui Valepar Shares") issued by ▇▇▇▇▇▇▇ S.A.
("Valepar");

WHEREAS, ▇▇▇▇▇▇▇▇▇, Millennium and ▇▇▇▇▇ assigned their rights to sell the
Mitsui ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to Bradesplan S.A.;

WHEREAS, pursuant to the right of first refusal provisions contemplated under
the Shareholders Agreement of ▇▇▇▇▇▇▇, entered into on April 24, 1997 (as
amended from time to time, the "Valepar Shareholders Agreement"), ▇▇▇▇▇▇▇▇▇▇
offered the Mitsui Valepar Shares to the other shareholders of ▇▇▇▇▇▇▇;

WHEREAS, the other shareholders of Valepar parties to the Valepar Shareholders
Agreement have not exercised their right of first refusal, provided for in
Clause III of the Valepar Shareholders Agreement, for the acquisition of the
Mitsui ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;

WHEREAS, on September 2, 2003, subsequent to the satisfaction of all the
conditions to the closing provided for in the Agreement, including those
regarding the right of first refusal, ▇▇▇▇▇▇ has purchased 19,607,357 ordinary
shares issued by ▇▇▇▇▇▇▇;

HEREBY, pursuant to the terms and conditions set forth in Clause 3.8 of the
Valepar Shareholders Agreement, unconditionally, irreversibly and irrevocably
adheres and accedes, for all legal purposes, to the Valepar Shareholders
Agreement and amendments and modifications resulting from the various amendment
and adhesion instruments executed until the present date, pursuant to the terms
and conditions set forth thereunder.

                                        Rio de Janeiro, September 2, 2003

                                        MITSUI & CO., LTD.




                                        By:   __________________________________
                                              Name:   ▇▇▇▇▇▇▇ ▇▇▇▇▇
                                              Title:  Executive Director, Senior
                                                      Executive Managing Officer