SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631

November 3, 2009
 via U.S. mail and facsimile

 Paulo Penido Pinto Marques, CFO National Steel Company  Av. Brigadeiro Faria Lima, 3,400 – 20
th floor
04.538-132, Sao Paulo - SP, Brazil
 RE: National Steel Company
  Form 20-F for the Fiscal Year Ended December 31, 2008
  Filed June 30, 2009
  File No. 1-14732

Dear Mr. Marques:

We have reviewed your response letter  dated October 23, 2009, and have the
following additional comments.  We are asking you to provide us with information so we may better understand your disclosure.  After reviewing this inform ation, we may raise
additional comments.
10  Investments in affiliated companies a nd companies under common control, page FS-
29

1. To allow us to better understand your acc ounting for the decline in your ownership
interest in NAMISA, please provide us w ith the three agreements comprising the
Strategic Partnership Agreement.   Pleas e note that if you wish to have this
information treated as confidential, please refer to Freedom of Information Act Rule 200.83.  Please refer to Rule 418 of the Securities Act and Rule 12b-4 of the Exchange Act if you plan to seek return of th is information.  In order to facilitate the
return of the Strategic Partnership Agr eement, please include a self-addressed,
postage paid package.  Alte rnatively you may request that  we shred and dispose of
the materials.  With regards to the filing of the Strategic Partnership Agreement as an exhibit to your Form 20-F, you must request  confidential treatm ent of information
otherwise required to be disclosed in a Form 20-F.  See Rule 24b-2 under the
Exchange Act.  Submit promptly a confidential treatment request to the Commission’s Office of the Secretary for th e portions of the agreements for which
you are seeking confid ential treatment.  In  preparing the confidential treatment
request, you may wish to refer to our Fe bruary 28, 1997 Staff Legal Bulletin 1 and
our July 11, 200l Staff Legal Bulletin 1A that are available on the Commission’s

Mr. Marques
National Steel Company
November 3, 2009 Page 2
website at http://www.sec.gov
.  Concurrently, file by am endment to the Form 20-F
the portions of the agreements for which you are not seeking confidential treatment.
 2. We note your response to comment 12 in our letter dated September 17, 2009, regarding your assessment that Big Jump has substantiv e participating rights in
NAMISA as a result of its acquisition of  a 40% interest and the Shareholders’
Agreement in accordance with EITF 96-16.
• Please provide us with a more comprehensive discussion of the terms of the “dispute resolution mechanism” in the Shareholders’ Agreement.  Your discussion should clearly state your assessment of the sixth factor within the “Factors to Consider” sec tion of EITF 96-16.  For example, please explain the
specific instances in which CSN may use the call option and when Big Jump may
use the put option.  Please provide a deta iled explanation of how the Agreement
states the consideration is  to be determined.  Please explain how you determined
that Big Jump’s initial investment to ac quire its 40% interest in NAMISA results
in Big Jump being considered a significant source of financing.  In this regard,
please provide us with a detailed underst anding of the terms in the Shareholders
Agreement that addresses subsequent financing of NAMISA’s operations (i.e., is CSN and Big Jump required to equally share in providing liquidity to NAMISA,
if needed).
• Please provide us with a more comprehens ive understanding as to rights provided
to Big Jump in the Shareholders’ Agr eement and how you determined that Big
Jump’s rights are substantiv e participating rights rath er than protective or
participating rights.  For example, we note that 61% of NAMISA’s shareholders
are required to approve the annual operating budget and management
compensation.  Please explain to us what  happens if the annual operating budget
or management compensation do not receiv e the required 61% approval.  We also
note that 61% of shareholde rs are required to approve the incurrence of debt over
US$150 million.  Please clarify for us the expectations for NAMISA to require the issuance of debt in excess of US$150 million.  Please clarify if the requirement that the declaration of divi dends requires 61% shareholder approval
is for customary/expected dividends or for extraordinary dividends.  Refer to
Exhibit 96-16A for guidance.
 3. We note from your response to comment 15 in our letter dated September 17, 2009,
that you recognized the US$1.7 billion gain fr om the decrease in your interest in
NAMISA as part of the investment in aff iliated companies.  Please provide us with
the journal entries you recorded for NAMISA’ s issuance of new shares to Big Jump
and the corresponding decrease in your ownership interest  in NAMISA, including the
authoritative literature that supports your accounting.

Mr. Marques
National Steel Company November 3, 2009 Page 3   General

 4. Please note that once we have received your comprehensive responses to the above
comments and a copy of the Strategic Partnership Agreement, we will complete our review of your responses to our co mment letter dated September 17, 2009.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a letter on EDGAR that keys
your responses to our comments and provide s any requested information. Detailed
response letters greatly faci litate our review. Please unde rstand that we may have
additional comments after reviewing your responses to our comments.
You may contact Tracey Hous er, Staff Accountant, at  (202) 551-3736, or in her
absence, Al Pavot, at (202) 551-3738, or me  at (202) 551-3355, if you have questions
regarding comments on the financial st atements and related matters.

Sincerely,

Terence O’Brien Accounting Branch Chief