SecProbe.io

November 23, 2011
 Via E-mail

Mr. David Moise Salama Investor Relations Executive Officer National Steel Company Av.Brigadeiro Faria Lima, 3,400 – 20
th Floor
04538-132, São Paulo-SP, Brazil
Re: National Steel Company
 Form 20-F
Filed June 20, 2011 File No. 1-14732

Dear Mr. Salama:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 20-F for the year ended December 31, 2010

 Information on the Company, page 15

 Business Overview, page 17

1. We note your disclosure of sales of st eel products by geographic region for 2009 and
2010 on page 39.  In future filings, please provide the breakdown of total revenues by category and geographic market for each of the last three financial years.  Please also
provide this information for your other business segments in future filings.  Refer to Item
4.B.2 of Form 20-F.
2. In future filings, please provide the inform ation required by Item 4.B of Form 20-F for
your cement segment.

Mr. David Moise Salama National Steel Company November 23, 2011 Page 2

 3. We note your disclosure of proven and probable resources in this se ction.  The provisions
in Industry Guide 7 preclude the use of any terms other than proven or probable reserves
for disclosure in SEC documents.  Please co rrect or remove this terminology from your
filing in future filings.
 Mineral Resources, page 33

4. Within your filing, you use the term resour ces in reference to quantity (tonnage)
estimates.  The provisions in Industry Guide 7 preclude the use of any terms other than
proven and/or probable reserves for disclo sure in SEC documents.  However, you may
disclose quantity estimates for mineralized ma terial referencing mineralization that has
been sufficiently sampled at close enough in tervals to reasonably assume continuity
between samples within the area of influen ce.  In this instance, you would need to
disclose that such material would not qua lify as a reserve, until a comprehensive
evaluation based upon unit cost, grade, recoveri es, and other material  factors concludes
both legal and economic feasibility.  Minerali zed material should only be reported as an
in place tonnage and grade, and should not be disclosed as units of product, such as
ounces of gold or pounds of copper, as these can be confused with reserves.  Please note
that mineralized material does not include ma terial reported as rese rves or tonnage and
grades estimated by using geol ogic inference, which are sometimes classed as inferred
resources or possible rese rves by some evaluators.
 Remove the terms measured, indicated, in ferred mineral resources, and associated
estimates from your future filings.
 If the quantities associated w ith the above terms meet the requirements of mineralized
material, disclose the estimates as minera lized material in your future filings.
 Please do not disclose estimates based on geologic inference, such as inferred
resources or possible reserves  in your future filings.

5. Please disclose the following information with in or adjacent to your reserve tables in
your future filings:
 A statement clarifying the extent to whic h your reserve estimates incorporate losses
for mine dilution and mining recovery.
 The cutoff grade
 The metallurgical recovery factor for each of your mines.
 All historic three-year average commodity pr ices and currency c onversion factors that
were used to estimate your reserves.
 The percentage of your ownership of each mine and a statement clarifying whether
quantities disclosed are for the entire  mine/deposit or just your share.
 A statement indicating whether your resource estimates are inclusive or exclusive of
your reserve estimates.

6. Proven and probable reserves ar e disclosed for your property.  Please forward to our
engineer as supplemental information and not as part of your filing, your information that
establishes the legal, technical , and economic feasibility of your Casa de Pedra  and Santa

Mr. David Moise Salama National Steel Company November 23, 2011 Page 3

 Barbara mines which you have designated as  reserves, as requir ed by Section C of
Industry Guide 7 or Rule 12b-4 of the Exch ange Act.  The information requested
includes, but is not limited to:
 Property and geologic maps
 Description of your sampli ng and assaying procedures
 Drill-hole maps showing drill intercepts
 Representative geologic cro ss-sections a nd drill logs
 Description and examples of your  cut-off calculation procedures
 Cutoff grades used for each categor y of your reserves and resources
 Justifications for the drill hole spacing us ed to classify and segregate proven and
probable reserves
 A detailed description of your pr ocedures for estimating reserves
 Copies of any pertinent engineering or ge ological reports, and executive summaries
of  feasibility studies or mine plans which including the cash flow analyses
 A detailed permitting and government approva l schedule for the project, particularly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

To minimize the transfer of paper, pleas e provide the requested information on a CD,
formatted as Adobe PDF files and provide the name and phone number for a technical
person our engineer may call, if he has technical questions about your reserves.
 In the event your company desire s the return of this supplemental material, please make a
written request with the letter of transm ittal and include a pre-paid, pre-addressed
shipping label to facilitate the return of the supplemental information.  Please note that
you may request the return  of this information pursuant to  the provisions of Rule 418(b).

If there are any questions concerning the above request, please phone Mr. George K.
Schuler, Mining Engine er at (202) 551-3718.

7. We note the disclosure of your Santa Barbara tin  mine reserves are stated as million cubic
meters and your grade is a recoverable tonnage .  In future filings please provide the dry
density conversion factor or c onvert these reserves to a tonnage and provide the average
tin grade.  Please note that proven reserves presented in accordance with Industry Guide
7 may be combined with probable reserves only if the difference in the degree of
assurance between the two cla sses of reserves cannot be re adily defined and a statement
to that effect in included within the filing.  Absent th is condition, proven and probable
reserves should be segregated.

8. Please disclose whether or not a reserve a udit has been performed over the last three
years in your future filings.

Mr. David Moise Salama National Steel Company November 23, 2011 Page 4

 Production, page 35

9. Please disclose your annual production as re quired by Regulation S-K, Instructions to
Item 102, Part 3 for all your mines in future  filings.  Provide a table showing the last
three years annual production fo r each of your mines, which would include your tonnage,
grade, and salable products, along with the weighted average prices received for your
materials.  A mine site may be defined as al l the mines that supply a single wash plant or
processing facility, if that is applicable.
 Intellectual Property, page 41

10. In future filings, please expand your disclosure in th is section to disclose the extent to
which the company is dependent, if at all, on patents or technical cooperation agreements.
Refer to Item 4.B.6 of Form 20-F.
 Government Regulation and Ot her Legal Matters, page 43

11. In future filings, please identify all appli cable regulatory bodies for each governmental
regulation.  Refer to Item 4.B.8 of Form 20-F.   For example, we note that you are subject
to Brazilian federal, state, and municipal environmental laws and regulations, however,
you do not identify the regulatory bodies ch arged with enforcing these laws and
regulations.
 Environmental Expenditures and Claims, page 43

12. Your provision for environmental liabili ties was R$278.1 million at December 31, 2010,
as compared to R$116.5 million in the prior year.  Please tell us and revise future filings
as appropriate to explain the reason for th e significant increase during fiscal 2010. We
note the disclosure on the bo ttom of page 43 regarding th e term of undertaking (TAC)
signed in 2010.   Also tell us and disclose: i) where the provision is included in your
statements of income, and ii) the impact  of the R$260.0 million required investment
pursuant to the TAC for the current period and for the next three years.
 Capital Expenditures, page 52

13. We note that you disclose capital expenditu res occurring in 2009 and 2010.  In future
filings, please disclose your capital expenditures since the beginning of your last three
financial years.  Refer to Item 4.A.5 of Form 20-F.

Mr. David Moise Salama National Steel Company November 23, 2011 Page 5

 Operating and Financial Revi ew and Prospects, page 55

 Operating Results, page 55

14. We note your disclosure on page seven th at the Brazilian government frequently
intervenes in the Brazilian economy and occas ionally makes significant changes in policy
and regulation.  In future filings, please pr ovide information regarding any governmental
economic, fiscal, monetary or political policies or  factors that have ma terially affected or
could materially affect, directly or indirec tly, the company’s operati ons or investments by
host country shareholders.  Refer to Item 5.A.4 of Form 20-F.
 5B. Liquidity and Capital Resources, page 72

15. We note that inventory as a percentage of co st of sales has increas ed to 44% in 2010 from
37% in 2009.  You disclose on page 73 that your inventory turnover ratio is obtained by
dividing inventories by annualized  cost of goods sold, and which ratio increased from 88
days in 2009 to 113 days in 2010.  It appear s your  inventory tur nover ratio represents,
instead, the days sales in inve ntory.  Please clarify for us a nd provide  your calculation of
the 88 and 113 days.  Also, activity in the allowance for inventory obsolescence should
be disclosed pursuant to Article 12-09 of Regulation S-X in future filings.

5F. Tabular Disclosure of C ontractual Obligations, page 81

16. We note you enter into transactions involving interest rate swaps to better manage the
risk that your short- and long- term liabilities are indexed to  floating interest rate and
inflation indices .   To the extent that you are in th e position of paying cash rather than
receiving cash under your interest  rate swaps, please revise your future filings to disclose
estimates of the amounts you will be obligated to pay within the table of contractual
obligations.  Refer to Item 5.F of th e General Instructions to Form 20-F.
 Major Shareholders and Relate d Party Transactions, page 86

 Major Shareholders, page 86

17. We note that Vicunha Siderurgia and Ri o Iaco Participacoes are the controlling
shareholders of your company and that the Steinbruch family indirectly owns both
companies.  In future filings, please disclose  the nature of contro l that the controlling
shareholders and the Steinbruch family exerci se over the company.  Refer to Item 7.A.3
of Form 20-F.
18. In future filings, please indicate whether the company’s major shareholders have different
voting rights, or an appropriate negative statement.  Refer to Item 7.A.1(c) of Form 20-F.

Mr. David Moise Salama National Steel Company November 23, 2011 Page 6

 The Offer and Listing, page 91

 Offer and Listing Details, page 91

19. In future filings, please provi de the high and low market pr ice on a monthly basis for the
most recent six months.  Refer to Item 9.A.4(c) of Form 20-F.
 Exhibits, page 119

20. It appears that you have filed multiple agr eements under Exhibit 2.1.  In future filings,
please provide separate exhibit designations for each agreement.

21. We note that you did not file the two credit f acilities described on page 75 as exhibits.
Please file these credit facilities in full, incl uding all exhibits and schedules, in your next
Exchange Act filing or alternatively, tell us  why you believe you are not required to file
these agreements.
 2. Summary of Significant Accounting Policies and Practices, page FS-8

22. We note your policy disclosure on page FS-12 re lated to your mining assets.  In future
filings, please disclose your  accounting policies for mine related assets and mining
activities including mineral right s, exploration costs, the na ture of costs capitalized
during the development stage, and overbur den removal at both the development and
production stage.  In addition, please expand your inventory accounting policy to address
the elements of cost and timing of recogni tion for mining costs included in inventory.
Please show us what this disclosure will look like.
 4. Transition to IFRS, page FS-20

23. On page FS-22, you state you did not elect to  use the deemed cost for measuring
property, plant and equipment.  We note, however, from page FS-43 that your Itasa
subsidiary elected to adop t the deemed cost, adjusti ng the opening balance at the
transition date of January 1, 2009 according to th eir fair values.  As such, please provide
the information set forth in paragraph 30 of IFRS 1 in future filings.
 14. Property, Plant and Equipment, page FS-41

24. We note your expansion and construction activ ities mentioned on page 73 and elsewhere
in the filing.  In future filings, please corre late this discussion with a description of the
specific projects that materially comprise the construction in progress (CIP) balance.  For
each material project, describe the busine ss purpose and identify the construction
commencement date and the expected completion date.  Describe the costs classified to
this account and clearly disti nguish these costs from repairs and maintenance costs.  In
future filings, expand your critical accounti ng estimates section to quantify the amount

Mr. David Moise Salama National Steel Company November 23, 2011 Page 7

 of:  i) repairs and maintenance expense, and ii) betterments, that ha ve been recognized in
each period.  Discuss how you distinguish  capitalizable costs from repairs and
maintenance.

25. Explain in MD&A in future filings the ch anges in Adjusted EBITDA for the periods
presented.  Refer to Item 5. of the Form 20-F.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jenn Do at (202) 551-3743, Al Pavot at (2 02) 551-3738 or me at (202)
551-3355 if you have questions regarding comments  on the financial statements and related
matters.  Please conta