SecProbe.io

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      Mail Stop 0510

				March 17, 2005

By U.S. Mail and Facsimile to (617) 535-3800

D. Bryan Jones
Chairman of the Board, President and Chief Executive Officer
Novamerican Steel Inc.
6001 Irwin Street
LaSalle, Quebec, Canada H8N 1A1

	Re:	Novamerican Steel Inc.
      Form F-3 filed February 18, 2005
      File No. 333-122923
        and
      Form 20-F for the Fiscal Year Ended November 27, 2004
      File No. 0-29506

Dear Mr. Jones:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. All exhibits are subject to our review. Accordingly, please
file
or submit all of your exhibits with your next amendment, or as
soon
as possible. Please note that we may have comments on the legal
opinion and other exhibits once they are filed. Understand that we
will need adequate time to review these materials before
accelerating
effectiveness.

2. Please update all information in the prospectus to the most
recent
practicable date and where we ask for revisions to your disclosure
in
one place in the registration statement, please make similar
revisions in all other applicable places in the registration
statement and your Form 20-F for the fiscal year ended November
27,
2004.

Prospectus Summary, page 1

3. Disclose the basis for all of your assertions about your
competitive position within your industry. If you funded or were
otherwise affiliated with any of the studies or reports you cite,
please disclose this.  Note that if any of this information was
prepared by a third party for inclusion in this registration
statement, you should file the consent of such party as an
exhibit.
Otherwise, please confirm that these sources are widely available
to
the public. If you do not have appropriate independent support for
a
statement, please revise the language to make clear that this is
your
belief based on your experience in the industry, if true. This
comment is also applicable to any unsupported claims in the
Business
section of the filing. We may have additional comments after we
review your response.

4. Disclosure on pages 1-3 of the prospectus summary is repetitive
of
information contained on pages 30 -33 of the Business section of
the
prospectus. Please shorten the prospectus summary. See instruction
to
Item 503(a) of Regulation S-K.

5. Please delete Our Competitive Strengths or balance this
information with appropriate risk factor disclosure.  See Item
503(a)
of Regulation S-K and part IV.C. of Release No. 33-7497.

Risk Factors, page 7

6. Some of the risk factor headings and text do not specify the
resulting risk.  Please specifically tailor your captions and the
text so that they apply to your company in particular.  For
example,
describe the risk to your business in the heading and text of
"Translation risk."

7. Please avoid language in risk factors like "material adverse
effect" or "adversely effect." Instead, please state what the
specific impact will be on your business, financial condition or
results of operations.

8. Some of your risk factors use language like "there can be no
assurance" or "we cannot assure."  Please delete this language;
the
real risk is not your inability to predict or offer assurance, but
the condition described.

9. Consider including a risk factor discussion addressing the
potential conflict of interest between the company and some of its
officers and directors who also are executives and serve on boards
of
companies in the same industry as you.

Our operations may be impacted by future labor negotiations or
work
stoppages, page 10

10. You indicate that a contract covering 31 employees expired on
November 30, 2004 and is being renegotiated.  Update the
information
about this labor contract.  In addition, indicate the expiration
dates of the two other contracts mentioned.

The market price for our common shares may be volatile, page 11

11. Please disclose the 52 and 12 week range of your stock price
and
discuss the reasons for this volatility. Also discuss the
volatility
in the volume of your trading. We note, for example, that your
trading volume on March 9th was 582,200.

Our principal shareholders have the ability to exert significant
control. . ., page 12

12. Please disclose that the staggered nature of your board and
the
board resolution regarding the appointment of additional directors
that is part of your proxy statement for the upcoming annual
meeting
may also have the effect of preventing a change in control of your
business.

Capitalization, page 15

13. Page 15 shows 9,786,089 common shares issued and outstanding
as
of November 27, 2004. On page 4 you state there will be 10,126,089
common shares outstanding. Please explain the increase of 340,000
shares. We assume the increase is a result of the exercise of
options
for 340,000 shares at an exercise price of $14. If so, tell us
when
the options for 340,000 common shares were exercised. If the
options
have not yet been exercised, tell us whether the options will be
exercised before the effective date of the registration statement.

14. Please revise the information in the capitalization table as
of a
date within 60-days of the filing date.  See Item 3(B) of Form 20-
F.

Selected Consolidated Financial and Operating Data, page 17

15. If practical, the chronological order, right to left, of the
data
presented should be the same as the primary financial statements.

MD&A, page 19

16. The company states that because it conducts its operations on
the
basis of just in time short-term orders, backlog is not a
meaningful
indicator of future performance. However, we note that in
connection
with its announcement of fourth quarter results, the company
stated,
"Despite cautious forecasts from the automotive industry, the
Company`s automotive order backlog in the first quarter is up
considerably from the same period in 2004."  Accordingly, it
appears
the company should provide the backlog disclosure required by Item
101(c)(viii) of Regulation S-K. Please provide this information as
of
the most current date practicable.

17. We note the article in Investor`s Business Daily, dated
January
10, 2005, in which Bryan Jones stated that "Novamerican has enough
orders in hand to make for a bullish next two quarters." Please
provide this disclosure in MD&A.

18. Please explain why inventory is increasing at a greater rate
than
net sales.

19. Please enhance your management`s discussion and analysis
disclosures as follows:
* Quantify your explanations for significant changes in product
sales
and cost of sales in terms of increases or decreases in prices,
volume and foreign currency and include an explanation of the
underlying reasons for the changes.  For instance, explain the
underlying reasons for price increases and whether those increases
are viewed as sustainable.
* Quantify your explanations for the changes in sales and cost of
sales of your tolling services in terms of increases or decreases
in
prices, volume and foreign currency.
* Describe any variation in pricing in relation to the variation
in
the price of steel in global commodity markets.
* Discuss the dollar and percentage impact of your raw material
surcharges on product sales.
* Address the impact of any economies of scale due to increasing
production and toll processing volume and the impact of operating
efficiencies due to new equipment and logistical advantages from
your
new facility on your profitability.
* Quantify the increases or decreases in operating expenses
together
with an explanation of the underlying reasons.  Please include a
discussion of the reasons for the increase in bad debt expense and
the allowance for doubtful accounts at November 27, 2004 as
compared
to the prior year.
* Discuss the operating results of your United States and Canadian
segments.

Management`s discussion and analysis should allow the investor to
see
the company through the eyes of management.  Please revise the
discussion with this underlying thought in mind.  Please Refer to
Item 303 of Regulation S-K.

Liquidity and Capital Resources, page 23

20. Please describe your projected capital expenditures and
disclose
the amount of these capital expenditures over the next year.
Refer
to Item 303(a) of Regulation S-K.

21. We note that the company`s term loan with an outstanding
balance
of $43,504,000 at November 27, 2004 is due April 7, 2006 and will
require a payment of $39,750,000 at that date.  Provide
information
as to the current plan to pay or refinance the debt. We assume
that
at this time the company does not anticipate any obstacles toward
payment or refinancing and views the process as routine. Please
advise us, if otherwise.

Tabular Disclosure of Contractual Obligations, page 25

22. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please refer to
footnote
46 of Release No 33-8380 Interpretation - Commission`s Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations.

Related Party Transactions, page 44

23. Please disclose the fees paid to Stikeman Elliott.

24. Please explain the business or income tax purpose of the
series
of transactions contemplated at the closing of the proposed
offering.
In the series of transactions, you mention 341414 Canada, Inc and
3414124 Canada, Inc. It is unclear whether you intended to refer
to
the same entity in both cases or whether two different entities
are
involved.  Please advise or revise, as necessary. If the company
is
paying for services to set up the transactions, please disclose
the
amount involved.

Principal and Selling Shareholders, page 46

25. Please describe how the selling shareholders acquired the
shares
they are selling.

26. Please identify the natural person who has the voting or
investment power for the securities held by Fidelity Management
and
Research Company.

Underwriting, page 48

27. Disclose the criteria that CIBC will use in determining
whether
to consent to waiving the 90-day lock-up agreement.  In addition,
disclose the criteria that they will use in determining whether to
waive an extension if one of the events that you list occurs.

28. Please revise this section to indicate that the selling
shareholders may be underwriters with respect to the shares that
they
are offering for resale.

29. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale, or distribution of the
shares and describe their procedures to us supplementally, or
confirm
that the Division`s Office of Chief Counsel has reviewed and
approved
these procedures.  If you become aware of any additional members
of
the underwriting syndicate that may engage in electronic offers,
sales, or distributions after you respond to this comment,
promptly
supplement your response to identify those members and provide us
with a description of their procedures.

30. Tell us whether you or the underwriters have any arrangements
with a third-party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Please also provide us with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

Income Tax Considerations, page 50

31. Please remove the language throughout this section that the
discussion is a summary only and is for general information only.
This may imply that investors are not entitled to rely on this
information.

32. Please also revise the last paragraph that investors should
rely
on their tax advisors as to the consequences of the transaction.
We
would not object if you recommend that investors consult tax
advisors
with respect to the personal tax consequences of the investment
which
may vary for investors in different tax situations.

Incorporation of Documents That We File With the SEC, page 56

33. The information should be updated to incorporate by reference
the
Form 20-F for the year ended November 27, 2004 filed March 2,
2005.

34. If financial data for the quarter ended February 28, 2005 is
available, consideration should be given to the need to include
such
information in the registration statement. Tell us when the
company
expects to release information for the quarter ended February 28,
2005.

Financial Statements for the Year Ended November 27, 2004

Consolidated Statements of Operations and Comprehensive Income,
page
F-3

35. Please present net sales of products and revenues from tolling
services separately in your statements of operations.  Please also
present separately the cost of product sales and the cost of
tolling
services.  Refer to Rule 5-03(b)(1) and (2) of Regulation S-X. We
assume that revenue from the sales of products and revenue from
tolling services each exceed 10% of consolidated revenue.

Note 1.  Summary of Significant Accounting Policies

Translation of foreign currencies, page F-7

36. Please disclose what your foreign currency translation policy
is
for non-monetary assets.

Revenue recognition, page F-8

37. Provide the disclosure about accounting for shipping and
handling
fees and costs required by EITF 00-10.

38. Please discuss your revenue recognition policy with respect to
calculating and billing raw material surcharges.  Please disclose
your revenue recognition policy for tolling services.  Please also
disclose if you have provided an allowance for potential bad debts
given that some of your customers are paying these surcharges
under
protest.

39. If deemed material, please disclose when there is a valid
transfer of title on products exported to other countries.  We
note
that your revenue recognition policy states title to products
generally passes upon delivery. The circumstances in which the
general policy is not followed are not clear.

Inventories, page F-8

40. Please disclose when inventory cost is determined using the
specific identification method and when inventory cost is
determined
using the average cost method.

Note 4 - Income Taxes, page F-13

41. Disclose the amount of undistributed earnings of foreign
subsidiaries for which deferred income taxes have not been
provided.
In addition, please tell us whether the company currently expects
the
undistributed earnings to be permanently reinvested.

Note 14 -  Related Party Transactions, page F-22

42. Please disclose all of the related party transactions,
including
those that involve leased facilities with related parties.  Please
ensure consistent disclosure among related party transactions on
page
44 and in your footnote, particularly with respect to how the
value
of goods and services is determined.

Note 17 - Contingencies, page F-25

43. Please disclose the status of any potential litigation with
y