Securities Act of 1933
Form F-3

August 13, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented in your letter, the Division's view is set forth below. Capitalized terms have the same meanings defined in your letter.

The reporting histories of Interim ParentCo and Mittal Steel under the Exchange Act may be taken into account to determine whether the Company is eligible to use Form F-3 under the Securities Act, and to determine whether the Company may furnish information in a Form F-4 under the Securities Act in the manner permitted for a company that is eligible to use Form F-3, as contemplated by General Instruction B.1.a of Form F-4.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.