SecProbe.io

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      Mail Stop 0510

				April 7, 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.
      Amendment No. 1 to Form F-3 filed March 30, 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 filings and have the following
comments.
Where indicated, we think you should revise your documents 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.

      Amendment No. 1 to Form F-3 filed March 30, 2005

Prospectus Cover Page

1. Please disclose that the offering is being underwritten on a
firm
commitment basis.

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

2. We have reviewed your response to prior comment 10.  We note
the
contract at your Ashland facility will expire on April 30, 2005
and
is currently being renegotiated. We also note that labor contracts
at
two other facilities will expire on June 30, 2005.  Update the
information on these matters to the latest practical date.  In the
last sentence the company mentions the impact of widespread work
stoppages.  It is not clear whether the company expects possible
work
stoppages in the foreseeable future.

MD&A, page 18

3. We note your response to prior comments 16 and 17.
Supplementally,
please disclose to us your backlog as of a recent date and as of a
comparable date in the preceding fiscal year.

4. We have reviewed your response to prior comment 19.  Please
enhance management`s discussion and analysis to include your
assessment of whether increasing pricing trends for steel products
are sustainable.  To help investors understand your assessment, it
may be helpful to discuss the factors that caused prices to
increase.
Please also discuss the impact on your liquidity and results of
operations if steel raw material prices stabilize or decline.
Please
refer to the Focus on Material Trends and Uncertainties section of
SEC Release 33-8350.

Principal and Selling Shareholders, page 47

5. We reissue prior comment 25. Please describe how the selling
shareholders acquired the shares they are selling.

Exhibit 5.1 - Legal Opinion

6. In the third paragraph, you cannot assume that the officers
signing the certificates have the legal authority to do so. Please
revise.

7. In the fourth paragraph, you base your opinion that the shares
will be validly issued, fully paid and non-assessable "when issued
and sold" in the manner contemplated by the registration
statement.
Since the shares are already issued, please revise.

8. In the penultimate paragraph, either remove the words
reflecting
that the letter is rendered as of the date written above or refile
an
opinion on the day you want the registration statement to go
effective.

      Form 20-F for the Fiscal Year Ended November 27, 2004

Revenue recognition, page F-8

9. We have reviewed your response to prior comment 37.  Please
disclose your income statement classification policy for shipping
and
handling costs incurred in accordance with EITF 00-10.  If as you
state, the company does not charge separate shipping and handling
costs, but rather charges the customer for the complete product
delivered to the customer`s designated location, disclosure of
those
facts should be made. We assume shipping costs are included in
cost
of sales.  However, there is a Delivery caption under operating
expenses.  Tell us and disclose, as necessary, the nature of the
costs included in the Delivery caption.

10. The company indicates that it transports most of its products
directly to customers via its own fleet of trucks, through
independent trucking firms and through a logistics company owned
by a
director.  The company also states that revenue is recognized when
delivery of the product to the customer has occurred.  We assume
that
delivery is considered to occur at the customer destination.
Please
advise, and clarify your accounting policy note, as necessary.

Note 2 - Accounting Policies: Income Taxes, page F-10
Note 4 - Income Taxes, page F-13

11. We have reviewed your response to prior comment 41.  Please
disclose the amount of undistributed earnings of foreign
subsidiaries
for which deferred taxes have not been provided in accordance with
paragraph 44 of SFAS 109 and paragraph 14 of APB 23.  The
potential
deferred tax asset based on the $52,951,307 amount of
undistributed
earnings in foreign subsidiaries would be fairly material and the
disclosure is required by SFAS 109 and APB 23.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Gus Rodriguez at (202) 824-5524 or in his
absence, Nathan Cheney at (202) 942-1804 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Brigitte Lippmann at (202) 942-0755 or in her
absence,
Chris Edwards at (202) 942-2842 or me at (202) 942-1950 with any
other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Dennis White
	David A. Cifrino
	McDermott Will & Emery LLP
	28 State Street
	Boston, Massachusetts 02109

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D. Bryan Jones
Novamerican Steel Inc.
April 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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