SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631

February 19, 2010
 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 February 10, 2010, and have the
following additional 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 inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
 Management’s annual report on internal c ontrol over financial reporting, page 116

 1. As previously requested in comment 8 in  our letter dated January 8, 2010, please
revise your definition of a material weakness to conform to the definition in Rule 1-
02 of Regulation S-X and AS No. 5 in an amendment to your fiscal year 2008 Form
20-F.
 2. We note your response to comment 8 in our letter dated January 8, 2010, including
the disclosures you intend to include in an amendment to your fiscal year 2008 Form 20-F.  Please clarify that the remediation measures management took to remediate the
material weakness identified as of D ecember 31, 2008, were completed during fiscal
year 2009.  Further, please revise your st atement, “In this regard, considering the
measures our management has taken, we believe that the Company is maintaining
effective internal control over financial repo rting and disclosure c ontrols.”  In this
regard, Item 15(b)(3) of Form 20-F states, in part, “Management is not permitted to

Mr. Marques
National Steel Company February 19, 2010 Page 2
conclude that the issuer's internal control ov er financial reporting is effective if there
are one or more material weaknesses in the issuer's internal control over financial
reporting”.
 10  Investments in affiliated companies a nd companies under common control, page FS-
29
 3. We note your response to comment 13 in our letter dated January 8, 2010.  It appears
from your response that for all of the Majo r Decision Disagreements that are subject
to the dispute resolution mechanisms but  not to the Put/Call rights, which are
discussed in Section 10.2 of the SA, the consequence of not  reaching an agreement is
that whatever the disagreement relates w ill cease functioning and will not revert to
the decision that was previously approved.  For example, if there is a disagreement
over the annual budget that remains unr esolved through the dispute resolution
mechanism, the consequence is that NAM ISA will cease operations once the time
period for the previously approved annual budge t comes to an end.  Please confirm if
this is a correct statement.  Otherwise, pl ease tell us what the consequence is if the
annual operating budget is not approved when the time period for the previously approved annual operating budget comes to an end.

*    *    *    *

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