[Sullivan & Cromwell LLP Letterhead]










December 20, 2004



Ms. Pamela Ann Long,
Assistant Director,
Division of Corporation Finance,
Securities and Exchange Commission,
450 Fifth Street, NW,
Washington, DC 20549.

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

Dear Ms. Long:

On behalf of our client, Alcan Inc. ("Alcan"), and Novelis
Inc. (the "Company"), we have set forth below the Company's responses to the
comments contained in the comment letter from the staff of the Securities and
Exchange Commission (the "Staff"), dated December 14, 2004, relating to the
registration statement on Form 10 (File No. 001-32312) (the "Registration
Statement") filed by the Company on September 28, 2004, Amendment No. 1 to the
Registration Statement filed by the Company on November 17, 2004 and Amendment
No. 2 to the Registration Statement filed by the Company on November 23, 2004.
The Company is concurrently filing via EDGAR Amendment No. 3 to the Registration
Statement (the "Amendment"). The Amendment reflects the Company's responses to
the Staff's comments as well as certain updating information and conforming
changes resulting therefrom.

Except as otherwise noted in this response letter, the
information provided in response to the Staff's comments has been supplied by
the Company, which is solely responsible for the adequacy and accuracy of the
information as well as the disclosure in the Registration Statement. The Company
also acknowledges that the Staff's comments or changes to disclosure in response
to the Staff's comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the Registration Statement, and that the
Company may not assert the Staff's comments as a defense in any proceeding
initiated by the Securities and Exchange Commission or any person under the
federal securities laws of the United States.

For ease of reference, we reproduce below the relevant
comments, and include under each comment the Company's response.


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,


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Ms. Pamela Ann Long

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.

In response to the Staff's comment, the Company has revised
pages 3 and 4 of the Amendment to include a brief statement summarizing the
steps in the "reorganization transactions," and noting the intended exchange of
Alcan stock options held by Novelis employees for Novelis stock options and
similar replacement of Alcan stock appreciation units for Novelis stock
appreciation units.

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.

The Company has revised pages 65 and 68 of the Amendment in
response to the Staff's comment.

The Company supplementally advises the Staff that it has been
provided a firm commitment letter from a group of financial institutions with
respect to the full amount of indebtedness it expects to incur in connection
with the reorganization transactions. This consists of a $2.0 billion senior
secured credit facility and a $1.3 billion senior unsecured bridge facility. The
Company does not expect to draw down on the bridge facility, but rather expects
to issue fixed rate debt securities shortly after the effective date of the
separation in order to pay amounts due to Alcan or its subsidiaries. To the
extent the issuance of the fixed rate debt securities is not completed within
the anticipated time frame following the separation, the bridge facility will
act as a backstop.

In this connection, upon the effective date of the separation,
the Company and certain of its subsidiaries will issue unsecured notes (the
"seller notes") to Alcan in the aggregate amount of $1.4 billion, which is
expected to be refinanced thereafter with the proceeds from the issuance of the
fixed rate debt securities discussed above. The seller notes will bear interest
at a rate equivalent to the anticipated rate payable on the fixed rate debt
securities to be issued. As a result, even though the bridge facility is
expected to bear interest at a variable rate, the Company's interest expense on
the anticipated senior unsecured debt at a principal amount of $1.3 billion will
not exceed the anticipated interest payable on the fixed rate debt securities.

Based on the foregoing, the Company believes that the pro
forma adjustments made to reflect its anticipated new borrowings, as revised in
the Amendment, 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.

The Company has revised pages 69 and 70 of the Amendment in
response to the Staff's comment.




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Ms. Pamela Ann Long


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.

The Company has revised page 69 of the Amendment in response
to the Staff's comment.

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.

The Company has revised page 69 of the Amendment in response
to the Staff's comment.

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.

The Company has revised pages 75 through 94 of the Amendment
in response to the Staff's comment.

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



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Ms. Pamela Ann Long

AMERICA, QUANTIFY THE EXTENT TO WHICH LOWER SHIPMENTS AND
HIGHER ALUMINUM INPUT COSTS PASSED TO CUSTOMERS EACH LED TO A
NET DECREASE IN REVENUES.

The Company has revised pages 79 to 80 and 89 through 94 of
the Amendment in response to the Staff's comment.

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.

The Company supplementally advises the Staff that the transfer
pricing adjustment is recorded on two separate line items on the combined
statement of income. A net pre-tax charge of $38 million, which is recorded in
"Other expenses (income) - net," is comprised of $44 million relating to an
increase in the transfer price charged for the years 1988 through 1995,
partially offset by interest revenue of $6 million. The $15 million tax recovery
associated with the transfer pricing adjustment is included in "Income taxes."

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.

The Company has revised the table of contractual obligations
on page 87 of the Amendment to reflect interest payment amounts as of December
31, 2003. The Company supplementally advises the Staff that there are no other
expenses that the Company is contractually obligated to pay which are not
included in the table of contractual obligations.


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.

The Company has revised its disclosure on page 129 of the
Amendment in response to the Staff's comment.

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Ms. Pamela Ann Long


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.

In response to the Staff's comment, the Company has revised
its disclosures on pages 4, 64, F-7 and F-57 of the Amendment to include the
portions of the facilities located in Sierre and Neuhausen in the description of
the businesses being transferred from Alcan and to clarify that all assets,
liabilities and operations relating to the portions of these facilities
transferred to the Company are included in the Company's historical and 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.

The Company has revised pages F-9 and F-59 of the Amendment
under the heading "General Corporate Expenses" to include a statement that it is
not practicable to estimate the amount of expenses it would have incurred in
each of the three years ended December 31, 2003 and the nine months ended
September 30, 2004, had it 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.

The Company has revised pages F-20 and F-61 to F-62 of the
Amendment in response to the Staff's comment.


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Ms. Pamela Ann Long


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.

The Company has revised its disclosure on page F-28 of the
Amendment in response to the Staff's comment.

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 INDICATE THE AMOUNTS ACCRUED FOR EACH
SITE.

The Company has revised pages F-32 through F-34 and F-65
through F-67 of the Amendment to include the disclosures under the heading "Our
Business -- Legal proceedings -- Environmental matters" on pages 50 - 52 of the
Amendment.

The Company supplementally advises the Staff that it has
already provided the amount of its estimated potential liabilities for
environmental remediation costs relating to each of the sites in the existing
disclosures. For the information of the Staff, the table below sets forth the
amount accrued for each of these sites as of December 31, 2003: