SecProbe.io

December 15,  2015

Mail Stop 4631

Via E -mail
Gustavo Henrique Santos de Sousa
Principal Financial Officer
National Steel Company
Av. Brigadeiro Faria Lima, 3,400 – 20th floor
04538 -132, São Paulo -SP, Brazil

Re: National Steel Company
Form 20 -F for Fiscal Year Ended December 31, 2014
Filed April 30, 2014
File No. 1 -14732

Dear Mr. Sousa :

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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the re quested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 20 -F for Fiscal Year Ended December 31, 2014

Financial Statements

Note 2 - Summary of Significant Accounting Policies, page FS -8

2.n) Concessions, page FS -16

1. With reference to the specific terms of your material concession arrangements as well as
the guidance set forth in IFRIC 12, please tell us why you account for your concessions
as operating leases.

Gustavo Henrique Santos de Sousa
National Steel Company
December 15, 2015
Page 2

 2.v) Financial instruments, page FS -18

 Recognition and measurement, page FS -19

2. Please clarify the nature of the option you refer to in (ii) and your basis for this
accounting.

Note 11 - Financial Instruments, page FS -43

II – Investments in financial instruments classified as available -for-sale and measured at fair
value through OCI, page FS -44

Potential impairment of available -for-sale financial assets, page FS -44

3. We have the following comments regarding your accounting for your available for sale
investment in Usiminas:

 Your disclosure i n Note 7.b on page FS -27 indicates that the R$(970,266)
comprehensive income “refers to the mark -to-market of investments in Usimina s
and Panatlantica .”  Please tell us the amount of the mark -to-market adjustment
that relates to Usiminas;

 With reference to paragraphs 67 through 69 of IAS 39, please reconcile the mark -
to-market adjustment that relates to Usiminas to the R$205,000 reclassified to
other operating expenses.  This reconciliation should include the cost basis of both
your common and preferred stock of Usiminas.  Please demonstrate that the
amount of the loss reclassified from equity to profit or loss is the difference
between the acquisition costs and current fair values, less any impairment losses
that were previously recognized on these investments; and

 Please reconcile the change in your Usiminas balance sheet amount of
R$2,380,355 as of December 31, 2013 to R$1,490,440 to the amount amounts
reflected in profit and loss and equity.  We note your disclosure stating,
“Beginning t his date, pursuant to a Company's policy, gains and losses arising
from the changes in the quoted prices of the shares are recognized in other
comprehensive income.”  Please clarify the date you are referring to and what you
are trying to convey with this statement.

Engineering Comments

Mineral Reserves, page 43

4. We note your disclosure of the 2014 reserve audit prepared by Snowden do Brasil
Consultoria Ltda for both the Casa de Pedra and Engenho mines.

Gustavo Henrique Santos de Sousa
National Steel Company
December 15, 2015
Page 3

 Please forward a copy of this report as suppleme ntal information and not as part of your
filing, as required by Industry Guide 7(c).

To minimize the transfer of paper, please 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 desires the return of this supplemental material, please make a
written request with the letter of transmittal 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 12b -4 of
the Exchange Act.

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. 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 provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staf f 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 federal securities laws of the United States.

Gustavo Henrique Santos de Sousa
National Steel Company
December 15, 2015
Page 4

 You may contact Tracie Mariner , Staff Accountant , at (202) 551 -3744 , or Jeanne Baker,
Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding comments on the
financial s tatements and related matters. You ma y contact Ken Schuler, Mining Engineer,  at
(202) 551-3718 with questions about engineering comments .  You may contact me at (2 02) 551 -
3355  with any other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction