UPLOAD: SEC-generated letter

January 3, 2005

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. 3, 4, and 5
File No. 001-32312

Dear Mr. Sturgell:

We have reviewed your filings 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.

FORM 10/A#3 FILED DECEMBER 20, 2004

Unaudited Pro Forma Combined Financial Data, page 64

Pro forma balance sheet, page 65

1. We note your response to prior comment 5 and your disclosures
in
the note to adjustment (e). It remains unclear why the inability
of
the Group to realize the full tax benefit of interest
deductibility
in certain jurisdictions would result in the effective tax rate
being
less than the statutory tax rate. Please clarify your disclosure.

Management`s Discussion and Analysis

Contractual Obligations, page 87

2. We note your response to prior comment 9. Please confirm, and
disclose, if true, that you have also included estimated payments
under interest rate swap agreements in your revised table of
contractual obligations.

Auditors` Report, page F-2

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

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