ArcelorMittal S.A. : ArcelorMittal announces proposed Combined Offering of common stock and mandatorily convertible subordinated

  ArcelorMittal S.A. : ArcelorMittal announces proposed Combined Offering of
 common stock and mandatorily convertible subordinated notes ("MCNs") for an
                      expected amount of USD 3.5 billion



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO
CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD  BE 
PROHIBITED BY APPLICABLE LAW

Luxembourg, 9 January 2013 - ArcelorMittal (the "Company") announces today its
intention to offer  common stock  ("the Shares")  and mandatorily  convertible 
subordinated notes (the "MCNs")  for an expected  amount of approximately  USD 
3.5 billion ("the Combined Offering"). The Company retains the flexibility  to 
adjust the  relative proportions  of  MCNs and  common  stock offered  in  the 
Combined Offering.

The common stock and MCNs will be offered inside the United States pursuant to
a registration statement  filed with  the Securities  and Exchange  Commission 
(the "SEC") and globally, subject to certain customary selling restrictions.

ArcelorMittal intends to use  the net proceeds from  the Combined Offering  to 
reduce  existing   indebtedness.   Deleveraging   remains   a   priority   for 
ArcelorMittal to  retain strategic  flexibility, and  this offering,  together 
with other initiatives, is  expected to enable the  Company to reduce its  net 
debt down to approximately USD 17 billion by June 30, 2013 and accelerate  the 
achievement of a medium term net debt target of USD15 billion.

ArcelorMittal reiterates  its guidance  for the  full year  2012. The  Company 
expects to achieve FY 2012 EBITDA of approximately USD 7 billion and net  debt 
is expected to be approximately USD 22 billion as of year end 2012.

Lakshmi Mittal,  Chairman  and  CEO  of  ArcelorMittal,  commented:  "We  have 
consistently said that reducing net debt is a priority for the company.  This 
transaction, supplemented  by  proceeds  from  ongoing  asset  disposals,  the 
announced reduction in dividends and  continued cost saving initiatives,  will 
significantly lower our net  debt and accelerate the  achievement of a  medium 
term net debt target of USD 15 billion."

The MCNs will  have a  maturity of  3 years,  will be  issued at  100% of  the 
principal amount and  will be  mandatorily converted into  ordinary shares  of 
ArcelorMittal (the  "Shares")  at the  maturity  of the  MCNs  unless  earlier 
converted at  the option  of  the holders  or  ArcelorMittal or  upon  certain 
specified events  in accordance  with the  terms  of the  MCNs. The  MCNs  are 
expected to pay a  coupon in the  range between 5.875%  and 6.375% per  annum, 
payable quarterly in arrears. The minimum conversion price of the MCNs will be
equal to  the share  reference price,  determined by  the placement  price  of 
shares in the  concurrent common stock  offering as described  below, and  the 
maximum conversion price is expected to be  set in the range between 120%  and 
125% of the minimum conversion price.

Goldman Sachs  &  Co will  be  the sole  global  coordinator of  the  Combined 
Offering, and  Goldman  Sachs  &  Co, BofA  Merrill  Lynch,  Credit  Agricole 
Corporate and Investment Bank, and Deutsche Bank AG, London Branch will  serve 
as joint bookrunners of the Combined Offering.

The shares of common  stock will be offered  with preferential allocations  to 
existing shareholders.  The  Mittal  family has  indicated  its  intention  to 
participate by placing  an order  in the  Combined Offering  for an  aggregate 
amount of USD 600 million, and will be locked up for a period of 180 days.

Under the terms  of the Combined  Offerings, there will  be a 180-day  lock-up 
period for the  Company on issuances  or sales of  Shares and securities  that 
give the holder the right to acquire Shares.

The offering of  the MCNs and  the Shares will  be made under  ArcelorMittal's 
shelf registration  statement filed  with the  SEC on  February 28,  2012,  as 
amended by a  post-effective amendment  filed on  January 9,  2013. The  final 
terms of  the MCNs  and the  concurrent  equity offering  are expected  to  be 
announced on January 9,  2013 in a separate  press release. Settlement of  the 
common stock offering  is expected  to occur on  or around  January 14,  2013. 
Settlement of the MCNs  is expected to  occur on or  around January 16,  2013. 
ArcelorMittal will apply  to list  the MCNs on  the New  York Stock  Exchange 
("NYSE"), subject  to  satisfaction  of  the  NYSE's  minimum  equity  listing 
standards with  respect to  the MCNs.  There can  be no  assurance that  such 
requirement  will  be  satisfied.  If  the  MCNs  are  approved  for  listing, 
ArcelorMittal expects trading  on the NYSE  to begin within  30 calendar  days 
after the MCNs are first issued.

ArcelorMittal management  will  host a  conference  call for  members  of  the 
investment community at:

     Date       New York London Luxembourg
   Wednesday     9.00am  2.00pm   3.00pm
January 9, 2012

The dial in numbers:

 Location  Toll free dial in numbers Local dial in numbers Participant
 UK Local        0800 169 3059        +44 (0)207 970 0006    314813#
USA Local        1800 814 6417          +1 215 599 1757      314813#
  France          0800917772             +33 170707578       314813#
 Germany          08009646526           +49 6940359700       314813#
  Spain            900994921             +34 914140992       314813#
Luxembourg         80024686              +352 24871048       314813#



Important Notice



The issuer has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and
other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively,
copies may be obtained from Goldman Sachs & Co. at 1-212-902-1171, BofA
Merrill Lynch at 1-800-500-5408, or Deutsche Bank AG, London Branch at
1-800-503-4611.



This press release may contain forward-looking information and statements
about ArcelorMittal and its subsidiaries. These statements include financial
projections and estimates and their underlying assumptions, statements
regarding plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future
performance. Forward-looking statements may be identified by the words
"believe," "expect," "anticipate," "target" or similar expressions. Although
ArcelorMittal's management believes that the expectations reflected in such
forward-looking statements are reasonable, investors and holders of
ArcelorMittal's securities are cautioned that forward-looking information and
statements are subject to numerous risks and uncertainties, many of which are
difficult to predict and generally beyond the control of ArcelorMittal, that
could cause actual results and developments to differ materially and adversely
from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include those
discussed or identified in the filings with the SEC made or to be made by
ArcelorMittal, including ArcelorMittal's Annual Report on Form 20-F for the
year ended December 31, 2011 filed with the SEC. ArcelorMittal undertakes no
obligation to publicly update its forward-looking statements, whether as a
result of new information, future events, or otherwise.



No communication and no information in respect of the offering of securities
may be distributed to the public in any jurisdiction where a registration or
approval is required. The offering or subscription of securities may be
subject to specific legal or regulatory restrictions in certain jurisdictions.
ArcelorMittal takes no responsibility for any violation of any such
restrictions by any person.

In member states of the European Economic Area ("EEA") which have implemented
the Prospectus Directive (each, a "Relevant Member State"), this announcement
and any offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Directive
("Qualified Investors"). For these purposes, the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in a Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU. In the United Kingdom this announcement is directed exclusively at
Qualified Investors (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom
it may otherwise lawfully be communicated.

In connection with the Combined Offering, the Joint Bookrunners or any of
their respective affiliates acting as an investor for their own account may
take up as a proprietary position any Securities and in that capacity may
retain, purchase or sell for their own account such Securities. In addition
they may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or dispose of
Securities. They do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.

The Joint Bookrunners are acting on behalf ofthe Company and no one else in
connection with any offering of the Securities and will not be responsible to
any other person for providing the protections afforded to any of their
respective clients or for providing advice in relation to any offering of the
Securities. None of the Joint Bookrunners will regard any other person as its
client in relation to the offering of the Securities.

About ArcelorMittal



ArcelorMittal is the world's leading steel and mining company, with a presence
in more than 60 countries.



ArcelorMittal is  the  leader  in  all  major  global  carbon  steel  markets, 
including automotive, construction, household  appliances and packaging,  with 
leading R&D and technology. The Group  also has a world class mining  business 
with a global portfolio of over 20 mines in operation and development, and  is 
the world's  4th  largest  iron  ore producer.  With  operations  in  over  22 
countries spanning  four  continents,  the  Company  covers  all  of  the  key 
industrial markets, from emerging to mature, and has outstanding  distribution 
networks.



Through  its   core  values   of  sustainability,   quality  and   leadership, 
ArcelorMittal commits to operating  in a responsible way  with respect to  the 
health,  safety  and  well-being  of   its  employees,  contractors  and   the 
communities in which  it operates.  It is  also committed  to the  sustainable 
management of  the environment.  It takes  a leading  role in  the  industry's 
efforts to  develop  breakthrough  steelmaking technologies  and  is  actively 
researching  and  developing  steel-based  technologies  and  solutions   that 
contribute to  combat  climate  change.  ArcelorMittal  is  a  member  of  the 
FTSE4Good Index and the Dow Jones Sustainability World Index.



In  2011,  ArcelorMittal  had  revenues  of  $94.0  billion  and  crude  steel 
production of 91.9 million  tonnes, representing approximately  6 per cent  of 
world steel output. The Group's  mining operations produced 54 million  tonnes 
of iron ore and 8 million tonnes of metallurgical coal.



ArcelorMittal is listed  on the stock  exchanges of New  York (MT),  Amsterdam 
(MT), Paris  (MT), Luxembourg  (MT)  and on  the  Spanish stock  exchanges  of 
Barcelona, Bilbao, Madrid and Valencia (MTS).



For more information about ArcelorMittal visit: www.arcelormittal.com

Contact information ArcelorMittal Investor Relations
Europe           + 352  4792 2484
Americas           + 1 312 899 3569
Retail           + 44203214 3198
SRI                 + 44 207 543 1128  
Bonds/Credit                      + 33 171 92 10 26
Contact information ArcelorMittal Corporate Communications
E-mail: press@arcelormittal.com
Phone: +352 4792 5000
ArcelorMittal Corporate Communications
Giles Read (Head of Media Relations)      + 44 20 3214 2845
Tobin Postma                         + 44 20 3214
2412

United Kingdom
Maitland Consultancy:
Martin Leeburn                        + 44 20 7379 5151

France
Image 7
Sylvie Dumaine / Anne-Charlotte Creach    + 33 1 5370 7470

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Source: ArcelorMittal S.A. via Thomson Reuters ONE
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