UPLOAD: SEC-generated letter

December 14, 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/A No. 2
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please provide a brief statement at the beginning of your
information statement identifying the specific transactions you
indicate are encapsulated in the term "reorganization
transactions"
in your November 17, 2004, response to the second comment of our
letter of October 29, 2004. Please include your intended exchange
of
Alcan stock options held by employees for Novelis stock options,
as
described on page 111 of Amendment No. 2 and your similar
replacement
of stock price appreciation units described on page 112.

Unaudited Pro Forma Combined Financial Data; page 63
Pro forma balance sheet; page 64

2. We note your response to prior comment 9. Please clarify
whether
the financial institution has provided you with a firm commitment
to
provide you with the amount of debt and on the terms described in
Note (b) as well as whether this financial institution has
committed
to subsequently swap a portion of the seven-year term loans into a
seven-year fixed rate loan. If the financial institution has not
provided you with a firm commitment, we are not yet persuaded
these
adjustments are factually supportable.

3. We note your response to prior comment 10. You have not
disclosed
in the footnote to adjustment (f) the maximum amount of the
potential
payment or the formula that will be used to determine the actual
payout. Please disclose both.

Pro forma statement of income; page 65

4. We note your response to prior comment 12. As previously
requested, please revise note (d) to show precisely how the
adjustment amounts were 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.

5. We note your response to prior comment 13 and your disclosures
in
the note to adjustment (e). Please disclose how the recording of
a
valuation allowance would result in your effective tax rate being
lower than the statutory tax rate.

Management`s Discussion and Analysis; page 69

6. We note your response to prior comment 18. It does not appear
that you have quantified the impact of each factor when multiple
factors have contributed to material fluctuations. For example,
your
sales and operating revenues increased $1.1 billion of the nine
months ended September 30, 2004 compared to the nine months ended
September 30, 2003, of which you state approximately half of the
increase was due to higher LME aluminum prices. You state that
the
remaining increase was due to increased rolled products shipments
and
the impact of the U.S. dollar. Please also quantify the extent to
which the increased rolled products shipments contributed to the
$1.1
billion increase as well as the extent to which the impact of the
U.S. dollar contributed to the $1.1 billion increase.

7. We note your response to prior comment 19. It does not appear
that you discussed the business reasons for the changes between
periods in the sales and BGP of your segments. Your response
refers
to the section heading "Segment results." For example, for
Novelis
North America, we would expect to see a discussion on what led to
the
increased rolled product shipments, higher conversion prices, and
the
recovery of price spreads between recycled metal and primary
aluminum.
It also does not appear that you revised 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. For
example, for Novelis North America, quantify the extent to which
lower shipments and higher aluminum input costs passed to
customers
each led to a net decrease in revenues.

8. We note your response to prior comment 23. Tell us how you
determined it was appropriate to record the transfer pricing
adjustment in the other expense line item instead of in the income
taxes line item.

Contractual Obligations; page 83

9. We note your response to prior comment 26. Item 303(a)(5) of
Regulation S-K requires you to provide a table of your known
contractual obligations. It would appear that you are
contractually
obligated to pay interest under your debt agreements as well as
make
payments under your interest rate swap agreements. Please
specifically tell us what other similar "ordinary" expenses you
are
contractually obligated to pay which are not included in the table
of
contractual obligations. As you have included interest payment
amounts as of September 30, 2004, please also provide this
information as of December 31, 2003.

Description of Our Share Capital; page 124
Initial distribution of our common shares; page 126

10. Please disclose the information you provided in response to
comment 31 of our previous letter to your filing.

Audited Financial Statements; page F-1
Note 1. Nature of operations; page F-7

11. The description of the Sierre and Neuhausen agreements on
pages
56 and 57 indicate that certain assets and liabilities will be
transferred to you by Alcan related to the Sierre and Neuhausen
facilities pursuant to the terms of the separation and asset
transfer
agreements. Please clarify in your disclosure whether these
assets,
liabilities, and related operations are included in the historical
and/or pro forma financial statements provided.

Note 2. Basis of presentation; page F-8

12. We note your response to prior comment 37. Please disclose
that
it is not practicable to estimate the amount of expenses you would
have incurred in each of the three years ended December 31, 2003
and
the nine months ended September 30, 2004 had you been an
unaffiliated
entity of Alcan in each of those periods.

Note 7. Restructuring, impairment and other special charges;
page
F-19

13. We note your response to prior comment 27. You disclose the
remaining provision of $31 million at December 31, 2003, related
principally to employee severance and environmental remediation
costs, will be paid over an extended period. Please clarify that
the
environmental remediation amounts are payable within one year as
you
stated in your response. In addition, please state the portion of
the $31 million which is related to environmental remediation
costs
as well as provide the disclosures requested for by SAB Topic 5:Y.

Note 12. Sales of receivables; page F-27

14. We note your response to prior comment 43. As previously
requested, please expand your disclosure to provide greater detail
of
the structure of your receivable sales as well as how you
determined
that you met the criteria in paragraph 9 of SFAS 140 in treating
the
amounts you did as sales.

Note 19. Commitments and contingencies; page F-31

15. We note your response to prior comment 29. Please provide the
disclosures under the heading "Environmental matters" on pages 49
through 51 in your notes to financial statements. In addition,
please also disclose the amounts accrued for each site.

Note 26. Differences between United States and Canadian Generally
Accepted Accounting Principles; page F-40

16. We note your response to prior comment 45. As previously
requested, 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-49
General

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

Note 3. Sales and acquisitions of businesses - 2004, page F-57

18. Please provide the disclosures required by paragraph 20 of
SFAS
146 related to the consolidation of the U.K. aluminum sheet
rolling
activities.


As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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 filing 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.

In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

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)
Xiaodong Yi, Esq.
Sullivan & Cromwell LLP
1870 Embarcadero Rd.
Palo Alto, CA 94303-3308
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Brian W. Sturgell
Novelis Inc.
Page 1



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

DIVISION OF
CORPORATION FINANCE