UPLOAD: SEC-generated letter

October 29, 2004

Mail Stop 0510


via U.S. Mail and facsimile

Brian W. Sturgell
Chief Executive Officer
Novelis Inc.
1188 Sherbrooke Street West
Montreal, Quebec
Canada H3A 3G2

Re: Novelis Inc.
Form 10
File No. 001-32312

Dear Mr. Sturgell:

We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing. We look forward to
working with you in these respects. We welcome any questions you may
have about our comments or on any other aspect of our review. Feel
free to call us at the telephone numbers listed at the end of this
letter.

Information Not Included In Information Statement

Item 10: Recent Sales of Unregistered Securities; page II-3

1. Item 10 suggests that Novelis will offer shares to Alcan`s
stockholders without registration in reliance on Section 4(2). We
believe you intend to refer here to the Novelis shares to be
distributed by Alcan to its shareholders. If that is true, please
revise this statement to remove the implication that Novelis is
offering shares to the Alcan shareholders. Please also remove the
reference to Section 4(2), since it appears that you are relying on
SLAB 4 to make this distribution without registration under the
Securities Act. Distributions meeting the conditions in that SLAB are
not considered to be sales. Otherwise, please advise what this
statement is intended to mean.

Item 99: Information Statement

2. We note that Alcan`s shareholders will vote on the "reorganization
transactions" that will accompany the distribution of Novelis shares
to Alcan`s shareholders. Please clarify for us exactly what matters
Alcan`s shareholders will vote on. We may have additional comments
upon review of your response.

Summary; pages 5-9

3. The disclosure about your market position here and throughout the
filing should more clearly convey, if true, that Alcan is the world`s
leading producer, etc. of aluminum rolled products, and that Novelis
will acquire and run this business after the spin-off. In the risk
factors section, please also discuss the possibility that as an
independent company that is no longer a part of Alcan`s integrated
aluminum business, and that does not have the benefit of Alcan`s
reputation and brand identity, you may not be able to maintain these
market positions in the future. We note disclosure in risk factors on
page 10 and 13, but believe that you should also emphasize the risk to
your market position, given that you have included a prominent
discussion of Alcan`s market position on the first page of the
summary.

4. We assume that the measure by which you believe you are the
"world`s leading aluminum rolled products producer" is the kilotonnes
shipped in 2003. Please revise your disclosure to clarify this. If
this statement is based on a different measure, please identify it.

Risk Factors; page 10

Our agreements with Alcan . . .; page 11

5. Please clarify, if true, that your agreements with Alcan may not be
on terms as favorable to Novelis as it would have been able to
negotiate with unaffiliated third parties.

Description of Business; page 20

6. Please consider providing your Internet address within this
section. See Reg. S-K, Item 101(e)(3).

7. We note that you discuss the global market consumption in each of
the principal markets for rolled aluminum products. Please include a
cross reference to MD&A for disclosure about what portion of your
revenue is derived from sales of products in each of these markets.

Pro Forma Financial Statements; page 57

Pro Forma Balance Sheet; page 58

8. Please present adjustment (b) separately from adjustment (c) on the
face of the pro forma balance sheet.

9. Adjustment (b) relates to the expectation of recording additional
borrowings of $2.6 billion, the swapping of $725 million of 7-year
term loans to fixed rate debt at a fixed rate of 6.55%, and
corresponding debt issuance costs of $62 million. Provide us with a
detailed explanation as to how you determined that each of the
components of this adjustment were factually supportable as required
by paragraph (b)(6) of Rule 11-02 of Regulation S-X.

10. Please revise the footnote to adjustment (f) to discuss the extent
to which this amount could increase and the events or circumstances
that would result in the amount increasing. Please also disclose the
maximum amount of the potential payment.

11. Please revise to present each component of shareholders` equity
separately on the face of the pro forma balance sheet. Similarly
revise the capitalization table on page 54.

Pro forma Statements of Income; pages 59-60

12. Please present adjustment (a) separately from adjustment (d) on
the faces of the pro forma statements of income. In doing so, please
also break out adjustment (d) into two separate adjustments:
reductions in interest expense due to extinguishments of existing debt
and additions to interest expense due to new debt. Each of these pro
forma adjustments should show precisely how the amount of each
adjustment was computed. Each adjustment should disclose the amount
of each loan being repaid or issued multiplied times its interest rate
and arrive at the amount of interest expense to be deducted or added
in the pro forma adjustment. For debt that incurs interest at a
variable rate, you should use the average variable rate that this debt
would have incurred over the appropriate historical period for which
you are giving pro forma effect. Please also disclose the average
interest rate used for each period and the indexed rate (LIBOR+x% or
prime +x%) of the new debt. Make the appropriate revisions.

13. Please disclose in the footnote to adjustment (e) how you computed
the amount of the adjustment to your income taxes, including your
assumed tax rate.

14. Please reconcile in footnote (g) between the numerators and
denominators used in computing basic and diluted EPS for each period.
Please also disclose, by type of potentially dilutive security, the
number of additional shares that could potentially dilute pro forma
basic EPS in the future that were not included in the computation of
pro forma diluted EPS, because to do so would have been antidilutive
for the periods presented.

15. Please disclose in your pro forma and historical financial
statements the nature and terms of any management or cost sharing
agreements that will be in place subsequent to the spin off and their
duration. Please give pro forma effect to any post-spin off
management or cost-sharing arrangements in your pro forma financial
statements.

Management`s Discussion and Analysis; page 62

16. To the extent that it is reasonably likely that the spinoff or any
related transactions or agreements will have a material affect on
liquidity, capital resources or results of operations, please discuss
them. In this regard, please consider whether your agreement not to
compete with Alcan in the sale of aerospace products will have
material impact on your business as a whole or any particular segment.
Please also consider whether you should elaborate upon any of the
matters you have identified under "Risks Related to Separation from
Alcan" in MD&A.

Results of Operations; page 70

17. It appears that the price of metal and natural gas significantly
impacts your overall profitability. Discuss the overall market
movements for aluminum and natural gas prices during each period, and
address any material changes to these prices that have taken place
subsequent to the period end. Refer to Item 303(a)(3)(ii) of
Regulation S-K.

18. Please quantify the impact of each factor when multiple factors
contribute to material fluctuations. For example, the increase in
sales and operating revenues for the year ended December 31, 2003
compared to the year ended December 31, 2002 was due to higher LME
aluminum prices, a shift in product mix, and the weakening of the U.S.
dollar against most currencies. Refer to Items 303(a)(3)(i) and (iii)
of Regulation S-K.

19. Please separately discuss the business reasons for the changes
between periods in the sales and BGP of each of your segments for the
six months ended June 30, 2004 and 2003. In addition, where there is
more than one reason for a change between periods, please also revise
your segment MD&A for the annual periods to quantify the extent to
which each reason contributed to the overall change in the segment
line item. Please also separately discuss in MD&A the business
reasons for the change between periods in the reconciling items
excluded from the BGP of your segments.

20. On page 71, you discuss net income for various periods excluding
certain items. Thus, these amounts constitute non-GAAP measures.
Please revise your MD&A for each period presented to remove these non-
GAAP measures and instead discuss the changes between periods in your
GAAP financial statement line items. Amounts that are a business
reason for the change between periods, such as the specified items you
refer to, should be discussed as one of the business reasons for the
change in the applicable GAAP financial statement line item between
periods. Please make the appropriate revisions.

21. You present free cash flow. Please disclose all material
limitations of the measure. For example, there are some non-
discretionary expenditures, such as mandatory debt service
requirements, that have not been included in the calculation. For
additional guidance, refer to Question 13 of our Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures, which was
released on June 13, 2003.

22. You do not believe that an analysis of historical interest expense
is meaningful, as it does not reflect the level of debt financing that
your business will assume or incur upon separation from Alcan, nor the
associated interest costs. Given the requirements of Item 303 of
Regulation S-K, we believe that you should include a discussion of
historical interest expense and continue to clarify that the reported
financial information is not indicative of future operating results.
Refer to Instruction 3 of Item 303(a) of Regulation S-K.

23. Other expense, net of other income, of $21 million in 2002
includes a pre-tax expense of $44 million related to a transfer
pricing adjustment. Expand your disclosure to clarify the nature of
this transfer pricing adjustment.

Income Taxes; page 73

24. We note your discussion regarding the changes in the effective tax
rates of negative 4% in 2001, 57% in 2002 and 25% in 2003. It
appears that one of the significant factors for these changes is the
recording and release of valuation allowances recorded against
deferred tax assets. Please expand your discussion to explain the
reasons for the fluctuations in the valuation allowances and recording
of deferred tax assets. Refer to Section II.B. of the Division of
Corporation Finance: Frequently Requested Accounting and Financial
Reporting Interpretations and Guidance dated March 31, 2001.

Liquidity and Capital Resources; page 73

25. On page 74, you estimate maintenance capital expenditure
requirements will be between $100 million and $120 million per annum
on an ongoing basis. Clarify whether these costs will be expensed or
capitalized.

Contractual Obligations; page 75

26. Please revise your table of contractual cash obligations to
include the following:
a. Estimated interest payments on your debt and
b. Estimated payments under interest rate swap agreements.
Because the table is aimed at increasing transparency of cash flow, we
believe
these payments should be included in the table. Please also disclose
any
assumptions you made to derive these amounts.

Environment, Health and Safety; page 76

27. You have recorded an estimated liability of $36 million at June
30, 2004 in deferred credits and other liabilities for undiscounted
remaining clean-up costs related to 12 sites. Clarify whether the $36
million included in deferred credits and other liabilities is
inclusive of all accruals related to environmental liabilities or
solely includes accruals related to clean-up costs. Specifically,
clarify whether the restructuring and asset impairment charges of $20
million at June 30, 2004 of which a portion is related to
environmental remediation costs (page F-56) is included in the $36
million. Correspondingly, clarify the amounts recorded as of December
31, 2003.

28. On page 76 you state that expenses for environmental protection
were $57 million for 2003. Note 13 of your financial statements for
the year ended December 31, 2003 indicates that $25 million was
recorded for environmental provisions for the year ended December 31,
2003. Please clarify your disclosure to describe the difference in
these two amounts.

29. We remind you that SAB Topic 5:Y states that environmental
liabilities are of such significance that detailed disclosures
regarding the judgments and assumptions underlying the recognition and
measurement of the liabilities are necessary to inform readers fully
regarding the range of reasonably possible outcomes that could have a
material effect on your financial condition, results of operations, or
liquidity. For each of the environmental matters included on page 46,
provide the detailed disclosures requested for by the SAB Topic 5:Y
including the disclosures required by paragraph 9 and 10 of SFAS 5.

Management; page 89

30. In your summary compensation table on page 98, please provide the
compensation of the named executives for the years ended December 31,
2002, and December 31, 2001 if that information was required to be
provided in response to a previous filing. See Regulation S-K, Item
402(b)(1); Instruction to Item 402(b).

Description of our Share Capital; page 114

Initial distribution of our common shares; page 116

31. Please explain how fractional shares will be converted to cash.
If you intend to hire an independent agent to combine fractional
shares and sell them to provide proceeds to shareholders, please
discuss whether the agent will make sales in the open market, whether
the agent will have sole discretion to determine when, how, through
which broker-dealer and at what price to make sales, and whether the
independent agent and the broker-dealers it uses are affiliates of
either Alcan or Novelis.

Financial Statements

Auditors` Report, page F-2

32. Please note that we will not clear the Form 10 until the preface
is removed and the auditors` report is finalized.

Combined Statements of Income, pages F-3 and F-49

33. Please separately present cost of sales and operating expenses
associated with related parties. Refer to Item 2 of Rule 5-03 of
Regulation S-X on the face of the income statements.

34. Disclose the amount of service revenues and related cost of sales
as required by Rules 5-03(b)(1) and (2) of Regulation S-X on the face
of the income statements.

Combined Statements of Cash Flows, page F-5

35. Your netting of cash flows related to other assets and other
liabilities in your operating activities is not appropriate. Revise
to present cash flows related to deferred charges and other assets
separately from those related to deferred credits and other
liabilities. See SFAS 95.

Note 1. Nature of Operations, page F-7

36. The Novelis Group includes the majority of the rolled products
business of Alcan together with some of the alumina and primary metal-
related businesses in Brazil. Certain plants previously included in
Alcan`s rolled products business or plants to manufacture products for
the plate and aerospace markets have been excluded. Provide us a with
a comprehensive explanation as to why you determined it is appropriate
to not present financial statements for the entire rolled products
business. To the extent applicable, specifically address the
provisions of SAB Topic 5:Z:7. In addition, provide us with
summarized financial information for the rolled products business
operations retained by Alcan for the year ended December 31, 2003 as
well as six months ended June 30, 2004.

Note 2. Basis of Presentation, Page F-7

37. As required by Question 2 of SAB Topic 1:B, please disclose the
estimated amount of expenses that would have been incurred in each of
the three years ended December 31, 2003 and the six months ended June
30, 2004 had you been an unaffiliated entity of Alcan or state an
estimate is not practicable.

Note 3. Summary . . . Foreign Currency; page F-10


38. Given the guidance provided in paragraphs 5 through 8 of SFAS 52,
tell us how you determined it is appropriate to use the U.S. Dollar as
the functional currency for Canada and other non-US countries.

Note 3. Summary . . . Commodity Contracts; page F-11

39. Please disclose why no amounts appear in your accumulated other
comprehensive income (loss) balance sheet line item or your
comprehensive income (loss) any period presented related to contracts
designated as cash flow hedges.

Note 3. Summary . . . Inventories; page F-11

40. Disclose the actual and estimated amount of general and
administrative costs remaining in inventory at each balance sheet date
as well as the aggregate amount of general and administrative costs
incurred in each period presented. Refer to paragraph 6(b) of Rule 5-
02 of Regulation S-X.

Note 3. Summary . . . Environmental Costs and Liabilities; page F-12

41. You state that environmental costs that are not legal asset
retirement obligations are expensed or capitalized, as appropriate.
Confirm to us that you do not have asset retirement obligations or
provide the disclosures required by paragraph 22 of SFAS 143.

Note 12. Sales of Receivables; page F-26

42. Provide all of the disclosures required by paragraph 17 of SFAS
140 including the gain or loss recorded from the sale of receivables
and cash flows between you and Alcan related to the sale of
receivables. In addition, tell us whether the cash flows associated
with the sale of receivables is included in the operating, financing,
or investing category on the statement of cash flows.

43. Please disclose in greater detail the structure of your receivable
sales and how you determined that you met the criteria in paragraph 9
of SFAS 140 in treating the amounts you did as sales.

Note 15. Property, Plant and Equipment; page F-27

44. Please breakout the machinery and equipment line item into smaller
and more meaningful components. In addition, we see from pages F-11
and F-12 that the range of useful lives for your machinery and
equipment is very broad. Please separately disclose the range of
useful lives for each new category presented. For categories that
still have very broad useful lives, you should separately discuss the
types of assets that fall in each part of the range.

Note 26. Differences between United States and Canadian . . .; page
F-43

45. Please disclose why adjustment (e) described as joint ventures
results in a reduction to cost of sales and operating expenses of $35
million and an addition of depreciation and amortization expenses of
$32 million.

Interim Financial Statements; page F-48

46. Please address the comments above in your interim financial
statements as well.

Note 11. Related Party Transactions; page F-59

47. You have trade receivables recorded from Aluminum Norf GmbH at
December 31, 2003 and June 30, 2004. Please disclose why there are no
sales and operating revenues recorded related to Aluminum Norf GmbH
for the year ended December 31, 2003 and the six months ended June 30,
2004.

Exhibits

48. We note that you plan to file several exhibits by amendment. We
will review these exhibits when they are filed and may have comments
on them or on related disclosure in the prospectus.


As appropriate, please amend your registration statement in response
to these comments. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

? should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement. We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement. Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration. Please provide this request at least two
business days in advance of the requested effective date.

You may contact Nudrat Salik at (202) 942-7769 or Rufus Decker at
(202) 942-1774 if you have questions regarding comments on the
financial statements and related matters. Please contact Matt Franker
at (202) 824-5495 or me at (202) 942-1950 with any other questions.



Sincerely,




Pamela Ann Long
Assistant Director


cc: Sarah P. Payne, Esq. (via facsimile 650/461-5700)
Sullivan & Cromwell LLP
1870 Embarcadero Rd.
Palo Alto, CA 94303-3308
Brian W. Sturgell
Novelis Inc.
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

DIVISION OF
CORPORATION FINANCE