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Exhibit 1.4 Vale Overseas Limited
(the Company) Written Resolutions of the Sole Shareholder of the Company dated July 23, 2003
made in accordance with the Articles of Association of the Company The undersigned, being the sole Shareholder of the Company, does hereby RESOLVE
AS A SPECIAL RESOLUTIONthat provision 3 of the Memorandum of Association,
shall be changed to read, as follows:  3.
    
    The objects for which the Company is established are restricted to:  (i)
    
    the issue and sale of its US$300,000,000 principal amount of
Enhanced Guaranteed Notes due 2007 (the First Notes) and the issue
of 1,000 Ordinary Shares of US$1.00 par value each in the Company to
Companhia Vale de Rio Doce (CVRD);(ii)
    
    the issue and sale of its US$300,000,000 principal amount of
Guaranteed Notes due 2013 (the Second Notes); and(iii)
    
    the entering into and performance of its obligations under,
and the undertaking of all actions permitted or contemplated under:  (a)
    
    the Purchase Agreement (the First Purchase
Agreement) to be made by and among the Company, CVRD and
J.P. Morgan Securities Inc., for itself and as Representative
on behalf of the Initial Purchasers specified therein (the
First Initial Purchasers);(b)
    
    the Purchase Agreement (the Second Purchase
Agreement) to be made by and among the Company, CVRD and
Deutsche Bank Securities Inc. together with Morgan Stanley &
Co. Incorporated, as Representatives of the several Initial
Purchasers specified therein (the Second Initial
Purchasers);(c)
    
    the Indenture to be made between the Company
and JPMorgan Chase Bank, as Trustee;(d)
    
    the Supplemental Indenture to be made between
the Company and JPMorgan Chase Bank, as Trustee;(e)
    
    the Second Supplemental Indenture to be made
between the Company, CVRD and JPMorgan Chase Bank, as
Trustee;(f)
    
    the Registration Rights Agreement (the First
Registration Rights Agreement) to be made between the
Company, CVRD and the First Initial Purchasers specified
therein;(g)
    
    the Registration Rights Agreement (the Second
Registration Rights Agreement) to be made between the
Company, CVRD and the Second Initial Purchasers specified
therein;(h)
    
    the Account Control Agreement to be made
between the Company as Pledgor, and JPMorgan Chase Bank as
Secured Party, Bank and Securities Intermediary;(i)
    
    the preparation and publication of an offering
memorandum in respect of the listing of the First Notes on
the Luxembourg Stock Exchange;




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(j)
    
    the preparation and publication of an offering
memorandum in respect of the Second Notes;(k)
    
    the issue of and delivery of the Exchange
Securities (as defined in, and pursuant to, the First
Registration Rights Agreement and the Second Registration
Rights Agreement respectively);(l)
    
    the issue of further notes (the First New
Notes) having identical terms and conditions as the First
Notes referred to above;(m)
    
    the issue of further notes having identical
terms and conditions as the Second Notes referred to above;
and(n)
    
    the taking of all actions and the execution,
performance and delivery of all documents necessary,
incidental or ancillary to any of the aforementioned objects,
including, without limitation, the procurement of letters of
credit to support any of the obligations under the First
Notes or the First New Notes). Signed
For and on behalf of Companhia Vale do Rio Doce: /s/ Fabio de Oliveira Barbosa
    
    /s/ Gabriel Stoliar