Obligation ArcelorMittal 6.125% ( US03938LAF13 ) en USD

ArcelorMittal

100 % ▲

Luxembourg

US03938LAF13 ( en USD )

6.125% par an ( paiement semestriel )

01/06/2018 - Obligation échue

Prospectus brochure de l'obligation ArcelorMittal US03938LAF13 en USD 6.125%, échue

2 000 USD

1 493 200 000 USD

03938LAF1

N/A

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAF13, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2018
L'Obligation émise par ArcelorMittal ( Luxembourg ) , en USD, avec le code ISIN US03938LAF13, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 y02003b3e424b3.htm EXCHANGE OFFER PROSPECTUS
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Table of Contents
Filed Pursuant to Rule 424b(3)
Registration No. 333-153624
PROSPECTUS

Offer to Exchange
the following series of notes:
U.S.$1,500,000,000 5.375% Notes due 2013
and
U.S.$1,500,000,000 6.125% Notes due 2018
of

ArcelorMittal

Material Terms of the Exchange Offer

· We are offering to exchange, commencing on October 8, 2008, the U.S.$1,500,000,000
5.375% notes due 2013 and U.S.$1,500,000,000 6.125% notes due 2018 we sold previously in
private offerings (the "original notes") for new registered exchange notes due 2013 and 2018,
respectively (the "exchange notes").

· The terms of the exchange notes are identical to the terms of the original notes, except for the
transfer restrictions and registration rights relating to the original notes.

· We will exchange all original notes that are validly tendered and not validly withdrawn.

· The exchange offer will expire at 5:00 p.m., New York City time, on November 7, 2008 unless
we extend it.

· You may withdraw tenders of original notes at any time before 5:00 p.m., New York City time,
on the date of the expiration of the exchange offer.

· We will not receive any proceeds from the exchange offer.

· We will pay the expenses of the exchange offer.

·

No dealer-manager is being used in connection with the exchange offer.

· The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes.

See "Risk Factors" beginning on page 8 of this prospectus for a discussion of
certain factors that you should consider before participating in the exchange
offer.

Neither the Securities and Exchange Commission, or the "SEC," nor any state securities
commission has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 8, 2008
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TABLE OF CONTENTS

Page

About this Prospectus
ii
Notice to Prospective Investors
ii
Incorporation of Certain Documents by Reference
ii
Where You Can Find More Information
iii
Enforceability of Civil Liabilities
iii
Forward-Looking Statements
iii
Presentation of Financial Information
v
Prospectus Summary
1
Risk Factors
8
Selected Consolidated Financial Data
22
Recent Developments
23
Use of Proceeds
31
Ratio of Earnings to Fixed Charges
31
Capitalization
32
The Exchange Offer
33
Description of Exchange Notes
42
Form of Notes, Clearing and Settlement
55
Taxation
58
Plan of Distribution
62
Validity of the Exchange Notes
63
Experts
63
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ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this
prospectus. No person has been authorized to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it.

We are not making the exchange offer in places where it is not permitted.

You should not assume that the information contained in this prospectus is accurate as of
any date other than the date on the front cover of this prospectus.

As used in this prospectus, "ArcelorMittal," "we," "our," "us" and "the Company" refer to
ArcelorMittal and its consolidated subsidiaries, unless the context otherwise requires or unless
otherwise specified.

NOTICE TO PROSPECTIVE INVESTORS

In relation to each Member State of the European Economic Area ("EEA") which has
implemented the Prospectus Directive (each, a "Relevant Member State") an offer to the public of any
exchange notes may not be made in that Relevant Member State except that an offer to the public in
that Relevant Member State of any exchange notes may be made at any time under the following
exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member
State:

(a) to legal entities which are authorized or regulated to operate in the financial markets
(including, but not limited to, credit institutions, investment firms and other authorized or
regulated financial institutions) or, if not so authorized or regulated, whose corporate purpose is
solely to invest in securities;

(b) to fewer than 100 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of ArcelorMittal for any such offer; or

(c) to any legal entity which has two or more of (1) an average of at least 250 employees
during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual
net turnover of more than 50,000,000, as shown, in the case of (2) and (3), in its last published
annual or consolidated accounts,

provided that no such offer of exchange notes shall result in a requirement for the publication by
ArcelorMittal of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of exchange notes to the public" in
relation to any exchange notes in any Relevant Member State means the communication in any form
and by any means of sufficient information on the terms of the offer and the exchange notes to be
offered so as to enable an investor to decide to purchase or subscribe for exchange notes, as the same
may be varied in that Member State by any measure implementing the Prospectus Directive in that
Relevant Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with it, which means that
we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and certain later information that
we file with the SEC will automatically update and supersede this information. We incorporate by
reference the following documents:

· our annual report on Form 20-F for the year ended December 31, 2007 (File No. 333-146371),
which, excluding Item 5 and Item 18 thereof, we refer to as our "2007 Form 20-F"; and

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· our reports on Form 6-K dated May 5, 2008 (Exhibit 99.1 only), May 14, 2008 (Exhibits 99.1,
99.2 and 99.3 only), June 9, 2008, June 11, 2008, June 16, 2008, June 30, 2008, July 1, 2008,
August 4, 2008, August 7, 2008, August 13, 2008, August 14, 2008, August 20, 2008,
September 3, 2008 (three reports), September 17, 2008, September 19, 2008, September 22,
2008 and September 30, 2008.

ii
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We also incorporate by reference into this prospectus any future filings made with the SEC under
Sections 13(a), 13(c) or 15(d) of the Exchange Act of 1934, as amended (which we refer to as the
"Exchange Act"), before the 45th day following the consummation of the exchange offering, and, to
the extent designated therein, reports on Form 6-K that we furnish to the SEC before the 45th day
following the consummation of the exchange offering.

Any statement contained in the 2007 Form 20-F or in the abovementioned Form 6-Ks filed or
furnished before the date of this prospectus shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

You may request a copy of any and all of the information that has been incorporated by reference
in this prospectus and that has not been delivered with this prospectus, at no cost, by writing or
telephoning us at our address or telephone number set forth under the caption "Prospectus
Summary -- Corporate Information." To obtain timely delivery, investors must request this
information no later than five business days before the date they must make their investment
decision.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, including annual reports on Form 20-F, and other information with the SEC
pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read
and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the
public over the Internet on the SEC's website at www.sec.gov and on our web site at
www.arcelormittal.com. The references above to our website and the website of the SEC are inactive
textual references to the uniform resource locator (URL) and are for your reference only.

ENFORCEABILITY OF CIVIL LIABILITIES

ArcelorMittal is organized under the laws of the Grand Duchy of Luxembourg with its principal
executive offices and corporate seat in Luxembourg. The majority of ArcelorMittal's directors and
senior management are residents of jurisdictions outside the United States. The majority of
ArcelorMittal's assets and the assets of these persons are located outside the United States. As a result,
investors may find it difficult to effect service of process within the United States upon ArcelorMittal
or these persons or to enforce outside the United States judgments obtained against ArcelorMittal or
these persons in U.S. courts, including actions predicated upon the civil liability provisions of the
U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts
judgments obtained against ArcelorMittal or these persons in courts in jurisdictions outside the
United States, including actions predicated upon the civil liability provisions of the U.S. federal
securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg
court predicated upon the civil liability provisions of the U.S. federal securities laws against
ArcelorMittal's directors and senior management and non-U.S. experts named in this prospectus or the
documents incorporated by reference herein.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking
statements based on estimates and assumptions. Forward-looking statements include, among other
things, statements concerning the business, future financial condition, results of operations and
prospects of ArcelorMittal, including its acquired subsidiaries. These statements usually contain the
words "believes," "plans," "expects," "anticipates," "intends," "estimates" or other similar
expressions. For each of these statements, you should be aware that forward-looking statements
involve known and unknown risks and uncertainties. Although it is believed that the expectations
reflected in these forward-looking statements are reasonable, there is no assurance that the actual
results or developments anticipated will be realized or, even if realized, that they will have the
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expected effects on the business, financial condition, results of operations or prospects of
ArcelorMittal.

iii
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These forward-looking statements speak only as of the date on which the statements were made,
and no obligation has been undertaken to publicly update or revise any forward-looking statements
made in this prospectus or elsewhere as a result of new information, future events or otherwise, except
as required by applicable laws and regulations. In addition to other factors and matters contained or
incorporated by reference in this prospectus, it is believed that the following factors, among others,
could cause actual results to differ materially from those discussed in the forward-looking statements:

· ArcelorMittal's ability to manage its growth;

· ArcelorMittal's ability fully to realize anticipated cost savings, revenue enhancements and other
benefits from the acquisition by Mittal Steel of Arcelor;

· Mr. Lakshmi N. Mittal's ability to exercise significant influence over the outcome of
shareholder voting;

· any loss or diminution in the services of Lakshmi N. Mittal, ArcelorMittal's Chairman and
Chief Executive Officer;

· any downgrade of ArcelorMittal's credit rating;

· ArcelorMittal's ability to operate within the limitations imposed by its financing arrangements;

·

ArcelorMittal's
ability to refinance existing debt and obtain new financing on acceptable terms
to finance its growth;

· mining risks;

· the risk that non-fulfillment or breach of transitional arrangements may result in the restitution
of aid granted to some of ArcelorMittal's subsidiaries;

· ArcelorMittal's ability to fund under-funded pension liabilities;

· increased cost of wages and the risk of labor disputes;

· general economic conditions, whether globally, nationally or in the markets in which
ArcelorMittal conducts business;

· the risk of disruption or volatility in the economic, political or social environment in the
countries in which ArcelorMittal conducts business;

· fluctuations in currency exchange rates, commodity prices, energy prices and interest rates;

· the risk of disruptions to ArcelorMittal's operations;

· the risk of unfavorable changes to, or interpretations of, the tax laws and regulations in the
countries in which ArcelorMittal operates;

· the risk that ArcelorMittal may not be able fully to utilize its deferred tax assets;

· damage to ArcelorMittal's production facilities due to natural disasters;

· the risk that ArcelorMittal's insurance policies may provide limited coverage;

· the risk of product liability claims adversely affecting ArcelorMittal's operations;

· international trade actions or regulations;

· the risk that U.S. investors may have difficulty enforcing civil liabilities against ArcelorMittal
and its directors and senior management;

· the risk that a downturn in global economic conditions may have an adverse effect on the results
of ArcelorMittal;

·

ArcelorMittal's
ability to operate successfully within a cyclical industry;

iv
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· the risk that changes in demand for and supply of steel products in China and other developing
economies may result in falling steel prices;

· the risk of significant supply shortages and increasing costs of raw materials, energy and
transportation;

· increased competition from substitute materials, such as aluminum; and

· legislative or regulatory changes, including those relating to protection of the environment and
health and safety, and those resulting from international agreements and treaties related to trade,
accession to the European Union ("EU") or otherwise.

Some of these factors are discussed in more detail in this prospectus, including under "Risk
Factors," and in the documents incorporated by reference herein.

PRESENTATION OF FINANCIAL INFORMATION

Definitions and Terminology

Unless indicated otherwise, or the context otherwise requires, references herein to
"ArcelorMittal," "we," "us," "our" and "the Company" or similar terms are to ArcelorMittal, formerly
known as Mittal Steel Company N.V. ("Mittal Steel") or as Ispat International N.V., and its
subsidiaries (which include LNM Holdings N.V. and its subsidiaries and International Steel Group
Inc. and its subsidiaries).

All references herein to "Arcelor" refer to Arcelor, a société anonyme incorporated under
Luxembourg law, which was acquired by Mittal Steel on August 1, 2006, having its registered office
at 19, avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg, and, where the
context requires, its consolidated subsidiaries. All references herein to "Arcelor Brasil" refer to the
former Arcelor Brasil S.A. (the current ArcelorMittal Brasil S.A.), a majority-owned subsidiary of
Arcelor. All references herein to "Sicartsa" refer to the operations of ArcelorMittal las Truchas S.A. de
C.V. (formerly Siderurgia Lázaro Cárdenas las Truchas S.A. de C.V.) in Mexico, which was acquired
by the Company on April 20, 2007. All references herein to "ArcelorMittal Kryviy Rih" refer to the
operations of Kryvorizhstal in the Ukraine, which was acquired by the Company on November 25,
2005. "ISG" refers to International Steel Group Inc. and its subsidiaries as it existed prior to its
acquisition by Mittal Steel on April 15, 2005. Following the acquisition of ISG by Mittal Steel, ISG's
name was changed to "Mittal Steel USA ISG Inc.," the operations were merged with Ispat Inland on
December 31, 2005 and the name of the surviving entity was changed to Mittal Steel USA Inc. and
then to ArcelorMittal USA following Mittal Steel's acquisition of Arcelor.

Financial Information

The audited consolidated financial statements of ArcelorMittal (of which Mittal Steel is the
predecessor) and its consolidated subsidiaries, including the consolidated balance sheets as of
December 31, 2006 and 2007, and the consolidated statements of income, changes in equity and cash
flows for each of the years ended December 31, 2005, 2006 and 2007 are contained in our report on
Form 6-K dated September 22, 2008 and have been incorporated by reference in this prospectus. The
redefinition of the operating responsibilities of all members of the Group Management Board
announced on April 21, 2008 resulted in a change in the composition of the reportable segments.
ArcelorMittal has prepared the information required by Item 5 of Form 20-F for the three years ended
December 31, 2007 and the ArcelorMittal consolidated financial statements for the three years ended
December 31, 2007, retrospectively adjusted for the changes in the composition of the reportable
segments. ArcelorMittal furnished this information to the SEC in a report of foreign private issuer on
Form 6-K dated September 22, 2008. We refer to this report of foreign private issuer on Form 6-K as
the "Report of Foreign Private Issuer on Form 6-K dated September 22, 2008", and to the consolidated
financial statements for the years ended December 31, 2005, 2006 and 2007 contained therein as the
"ArcelorMittal Consolidated Financial Statements." The unaudited condensed consolidated financial
statements as of and for the six-month periods ended June 30, 2007 and 2008 have been incorporated
by reference in this prospectus. The ArcelorMittal consolidated financial statements were prepared in
accordance with International Financial Reporting Standards as issued by the International Accounting
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